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

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IV. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of No dividends or other distributions with respect to Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever with a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at on or after the Effective Time, or that declaration shall include dividends are payable to the holders of record thereof who become such on or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of after the Parent Common Stock or Parent Preferred Stock, as applicableEffective Time, shall be paid to any the holder of any unsurrendered Certificate or Company Book-Entry Share until such Certificate is or Company Book-Entry Shares are surrendered for exchange 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 of the shares of Parent Common Stock to be received upon surrender of 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 IVII. Subject to the effect of applicable lawsescheat 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 issued and/or paid to the holder of the certificates Parent Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable previously 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 Preferred Stock, as applicable, and not paid 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 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 and Stock. Parent Preferred Stock, as applicable, with a record date after shall make available to the Effective Time but with a payment date subsequent to surrenderExchange Agent sufficient cash for the purpose of satisfying its obligations under clause (i) above.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions with respect to the Newco ADSs with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Newco ADSs represented thereby, and no cash payment in respect lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, any fractional shares shall be paid to any such holder pursuant to Section 2.3(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional Newco ADSs shall be paid by Newco to the ADR Depositary and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of unclaimed property, escheat and other applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Newco ADSs issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional Newco ADS to which such holder is entitled pursuant to Section 2.3(e) and the amount of dividends or other distributions with a record date after the Merger Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid Newco ADSs and (Bii) 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after Newco ADSs. Newco shall make available to the Effective Time but with a payment date subsequent to surrenderADR Depositary cash for the foregoing purposes.

Distributions with Respect to Unexchanged Shares. All shares of Parent Meadow Common Stock and Parent Preferred 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 Parent Meadow in respect of the Parent Meadow Common Stock or Parent Preferred Stock, as applicable, 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 Meadow Common Stock issuable pursuant to this Agreementin the Merger. No dividends or other distributions in respect of the Parent Meadow Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered un-surrendered Certificate or Uncertificated Share that was issued and outstanding immediately prior to the Effective Time until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, 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 certificates representing whole shares of Parent Meadow Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (Aa) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Meadow Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bb) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Meadow Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in declared or made after the Effective Time with respect of the Parent to Associated Common Stock or Parent Preferred Stockwith a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Associated Common Stock represented thereby, as applicable, and no cash payment in lieu of Fractional Shares (if any) shall be paid to any such holder pursuant to Section 1.07(e), until the holder of any unsurrendered Certificate until such Certificate is shall surrender such Certificate. All dividends or other distributions declared on or after the Effective Time with respect to Associated Common Stock and payable to the holder of record thereof on or after the Effective Time that are payable to the holder of a Certificate not theretofore surrendered and exchanged for exchange Associated Common Stock pursuant to this Section 1.07(c) shall be paid or delivered by Associated to the Exchange Agent, in accordance with this Article IVtrust, for the benefit of such holders. All such dividends and distributions held by the Exchange Agent for payment or delivery to the holders of unsurrendered Certificates unclaimed on the date of termination of the Exchange Fund pursuant to Section 1.07(f) shall be repaid or redelivered by the Exchange Agent to Associated. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Associated Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at the time of such surrenderpromptly, the amount of any cash payable with respect to a Fractional Share (if any) to which such holder is entitled pursuant to Section 1.07(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Associated Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicabledistributions, with a record date after the Effective Time but with prior to surrender and a payment date subsequent occurring after surrender, payable with respect to surrendersuch whole shares of Associated Common Stock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered ASARCO Certificate with respect to the shares of Parent Common Stock represented thereby, and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 3.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered 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 ASARCO Certificate until such Certificate is surrendered for exchange in accordance with this Article IVIII. Subject to the effect of applicable lawsescheat or similar Laws, following surrender of any such Certificate, ASARCO Certificate there shall be issued and/or paid to the holder of the certificates Parent Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable 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 Preferred Stock, as applicableCommon Stock to which such holder is entitled pursuant to Section 3.2(e), and not paid and (Bii) 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 and Stock. Parent Preferred Stock, as applicable, with a record date after shall make available to the Effective Time but with a payment date subsequent to surrenderExchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include No dividends or other distributions with respect to Menlo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Menlo Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.1(f) hereof, until such Certificate has been surrendered in accordance with this Article II. No dividends or other distributions shall be paid or made in respect of all any Contingent Stock Right except following conversion of any Contingent Stock Right into shares issuable pursuant to this of Menlo Common Stock in accordance with the terms of the Contingent Stock Rights Agreement. No dividends or other distributions in with respect of to Foamix Shares with a record date prior to the Parent Common Stock or Parent Preferred Stock, as applicable, Effective Time shall be paid to any the holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVor Book-Entry Share. Subject to the effect of applicable lawsLaw, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforrecordholder thereof, without interest, (Ai) at the time of promptly after such surrender, the 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 Menlo Common Stock to which such holder is entitled pursuant to Section 2.1(f) 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 Menlo Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Menlo Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at less the appropriate payment date, the dividends or other distributions payable with respect to such whole shares amount of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrenderany withholding Taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect to the shares of the Parent SCANA Common Stock or Parent Preferred Stockwith a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of SCANA Common Stock represented thereby, as applicable, and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 2.3(d), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of SCANA Common Stock shall be paid by SCANA to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of unclaimed property, escheat and other applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates Certificate representing whole shares of Parent SCANA Common Stock and Parent Preferred Stock, as applicable, 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 SCANA Common Stock to which such holder is entitled pursuant to Section 2.3(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent SCANA Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of SCANA Common Stock. SCANA shall make available to the Exchange Agent cash for the foregoing purposes.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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 Parent Common Stock issuable pursuant to this Agreementin the Merger. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered un-surrendered Certificate or Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, 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 certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of No dividends or other distributions with respect to Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever with a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at on or after the Effective Time, or that declaration shall include dividends are payable to the holders of record thereof who become such on or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of after the Parent Common Stock or Parent Preferred Stock, as applicableEffective Time, shall be paid to any the holder of any unsurrendered Certificate or Company Book-Entry Share until those Certificates or 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 of the shares of Parent Common Stock to be received upon surrender of the Certificate 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 is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsescheat or similar Laws and Laws with respect to the withholding of Taxes, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates Parent Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable previously 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 Preferred Stock, as applicable, and not paid 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 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 and Stock. Parent Preferred Stock, as applicable, with a record date after shall make available to the Effective Time but with a payment date subsequent to surrenderExchange Agent sufficient cash for the purpose of satisfying its obligations under clause (i) above.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to in connection with the Merger 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 Preferred Stock, as applicable, 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 AgreementAgreement as Merger Consideration. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Eligible Share until the Company Certificate until such (or affidavit of loss in lieu of the Company Certificate as provided in Section 2.6) or Company Book-Entry Share is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such Certificatesurrender, there shall be issued and/or or paid to the holder of record of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforfor Eligible Shares in accordance with this Article II, without interest, (Ai) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date at or after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock ADSs to be issued pursuant to the Merger (and all Parent Ordinary Shares represented thereby) 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 Preferred Stock, as applicable, the record date for which is at or after the Effective Time, ; provided that declaration shall include no dividends or other distributions in with respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock ADSs or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IV. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions Ordinary Shares represented thereby with a record date after the Effective Time theretofore payable with respect shall be paid to such whole shares the former holder of Parent any Company Common Stock and Parent Preferred Stock, as applicable, and not paid and until such holder shall surrender such shares in accordance with this Section 2.2. Subject to the effect of applicable Law: (Bi) at the appropriate payment datetime of the surrender of any such shares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions payable with respect to such whole shares of declared by the Parent Common Stock and Parent Preferred Stock, as applicable, with Board (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 the number of whole or fractional Parent ADSs (in the case of fractional Parent ADSs, in accordance with Section 2.2(e)) that such holder is entitled to receive and (ii) at the appropriate payment date 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 (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of whole or fractional Parent ADSs (in the case of fractional Parent ADSs, in accordance with Section 2.2(e)) that such holder receives.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by the Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, and the record date for which 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 issuable pursuant to under this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such that Certificate is surrendered for exchange in accordance with this Article IV2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and Parent Preferred Stock, as applicablenot previously paid, and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender. 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 Effective Time.

Distributions with Respect to Unexchanged Shares. All shares of Parent TopCo Common Stock and Parent Preferred Stock to be issued pursuant to paid as a portion of the Merger Consideration 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 Preferred Stock, as applicable, 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. No dividends or other distributions in declared or made with respect of the Parent to TopCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Parent Preferred StockBook-Entry Share with respect to any shares of TopCo Common Stock represented thereby, as applicable, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), in each case until the surrender of any unsurrendered Certificate until such Certificate is surrendered for exchange or Book-Entry Share in accordance with this Article IVARTICLE II. Subject to the effect of applicable lawsLaw, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent TopCo Common Stock and Parent Preferred Stock, as applicable, 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 TopCo Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent TopCo Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of TopCo Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent Holding Company in respect of the Parent HoldCo Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions declared or made in respect of HoldCo Common Stock, with a record date after the Parent Effective Time, shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares of HoldCo Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder pursuant to Section 3.08, unless and until the holder of any unsurrendered Certificate until such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVIII. Subject to the effect of escheat, Tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent HoldCo Common Stock and Parent Preferred Stock, as applicable, issued issuable in exchange therefor, in addition to the appropriate aaiPharma Merger Consideration or CIMA Merger Consideration, as the case may be, and without interest, (Ai) at promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent HoldCo Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of HoldCo Common Stock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend or other distribution is declared by Parent in shall be paid to the holder of any unsurrendered Share with respect to the shares of the Parent Common Stock or Parent Preferred Stockrepresented thereby, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(d), until in either case, such Certificate is Share has been surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable laws, following Following surrender of any such CertificateShare, there shall be issued and/or paid to the holder recordholder thereof, without interest, (i) promptly after such surrender, the number of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued issuable in exchange therefortherefor pursuant to this Article II, without interest, (Atogether 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) at and the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and Stock. The Exchange Agent, Parent Preferred Stockor the 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 Restricted Shares or Restricted Stock Units, such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax Law with a record date after respect to the Effective Time but with a payment date subsequent making of such payment. To the extent that amounts are so withheld or deducted and paid over to surrenderthe applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding were made.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Discount Common Stock or Parent Preferred Stockwith a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Discount Common Stock represented thereby, as applicable, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of Discount Common Stock shall be paid by Discount to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates Discount Certificate representing whole shares of Parent Discount Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Discount Common Stock and Parent Preferred Stock, as applicable, and not paid the amount of any cash payable in lieu of a fractional share of Discount 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 payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Discount Common Stock. Discount shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in declared, made or paid after the Effective Time with respect to Parent Ordinary Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Common Stock or Ordinary Shares and Parent Preferred Stock, as applicable, ADSs represented thereby and no cash payment in lieu of fractional Parent Ordinary Shares and Parent ADSs shall be paid to any such holder pursuant to Section 2.7(e) until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVSection. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock Ordinary Shares and the Parent Preferred Stock, as applicable, ADRs which represent Parent ADSs issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other 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 Parent Ordinary Shares and Parent ADSs and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock Ordinary Shares and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends ADSs. Dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date on or after the Effective Time but with a payment date subsequent prior to surrendersurrender of Certificates by holders thereof payable in respect of Parent Ordinary Shares and Parent ADSs held by the Exchange Agent shall be held in trust for the benefit of such holders of Certificates.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.3(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate 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 is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates Parent Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable 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 Preferred Stock, as applicable, and not paid 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 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 and Stock. Parent Preferred Stock, as applicable, with a record date after shall make available to the Effective Time but with a payment date subsequent to surrenderExchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by or made after the date hereof with respect to Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the Ordinary Shares with a record date for which is at or after the Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares Parent Ordinary Shares issuable pursuant to this Agreement. No dividends or other distributions declared or made after the date hereof with respect to Parent Ordinary Shares with a record date after the Effective Time and no payment in respect lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, shall fractional shares pursuant to Section 1.6(f) will be paid to any holder the holders of any unsurrendered Certificate Certificates or Book Entry Shares with respect to the Parent Ordinary Shares represented thereby until the holders of record of such Certificate is surrendered for exchange in accordance with this Article IVCertificates or Book Entry Shares shall surrender such Certificates or Book Entry Shares. Subject to the effect of applicable lawsLegal Requirements, following surrender of any such CertificateCertificates or Book Entry Shares, there the Exchange Agent shall be issued and/or paid deliver to the holder holders thereof, without interest (i) promptly after such surrender, share certificates(s) representing such number of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Ordinary Shares issued in exchange therefor, without interestif any, (Aand the Cash Consideration payable, if any, in exchange therefor, in each case pursuant to Section 1.6(a), along with payment in lieu of fractional shares pursuant to Section 1.6(f) at and the time amount of any such surrender, the dividends or other distributions with a record date after the Effective Time and theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid Ordinary Shares and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with and a payment date subsequent to surrendersuch surrender payable with respect to such whole Parent Ordinary Shares.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of to Parent Shares with a record date after the Parent Common Stock or Parent Preferred Stock, as applicable, Effective Time shall be paid to any the holder of any unsurrendered Certificate or Book-Entry Share with respect to any Parent Shares that the holder thereof has the right to receive upon the surrender thereof until the holder of such Certificate is surrendered for exchange or Book-Entry Share shall surrender such Certificate, or (in the case of a Book-Entry Share) deliver a Form of Election (and, in the case of Book-Entry Shares held via a depository, the Paying Agent shall have received any customary transmission or materials required by the Paying Agent), in accordance with this Article IVII. Subject to the effect of any applicable lawsstate, federal or other abandoned property, escheat or similar Law, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforthereof, without interest, (Ai) at the time of such surrendersurrender or delivery, as the case may be, in addition to all other amounts to which such holder is entitled under this Article II, the amount of dividends or other distributions payable with respect to the number of Parent Shares that such holder is entitled to pursuant to this Article II (rounded down to the nearest whole Parent Share) with a record date after the 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 Effective Time theretofore but prior to such surrender or delivery, as the case may be, and a payment date subsequent to such surrender or delivery, as the case may be, payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect Shares that such holder is entitled to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent pursuant to surrenderthis Article II.

Distributions with Respect to Unexchanged Shares. All shares Notwithstanding any other provisions of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stockthis Agreement, as applicable, the record date for which is at or after the Effective Time, that declaration shall include no dividends or other distributions in declared or made after the Effective Date with respect to shares of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stockand having a record date after the Effective Date shall be paid to the holder of any unsurrendered Certificate, as applicable, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder of any unsurrendered Certificate until shall surrender such Certificate is surrendered for exchange as provided in accordance with this Article IVSection 2.2. Subject to the effect of applicable lawsApplicable Laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore Date theretofor payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stocknot paid, as applicableless the amount of any withholding taxes which may be required thereon, and not paid and (Bii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Date but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. (f) No Further Ownership Rights in Company Common Shares. All shares of Common Stock issued upon surrender of Certificates in accordance with the terms hereof (including any cash paid pursuant to this Article II) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Shares represented thereby, and Parent Preferred Stock, as applicable, with a record date from and after the Effective Time but with a payment date subsequent Date there shall be no further registration of transfers on the stock transfer books of Company of Company Common Shares. If, after the Effective Date, Certificates are presented to surrender.the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.2. (g)

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock Closing Merger Consideration to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and the Earnout Shares shall be deemed issued and outstanding as of the date of the applicable Triggering Event; whenever a dividend or other distribution is declared by Parent Buyer in respect of the Parent Buyer Class A Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective TimeTime or the date of the applicable Triggering Event, if any, that declaration shall include dividends or other distributions in respect of all shares of Buyer Class A Common Stock issuable pursuant to this Agreementhereunder as of such record date. No dividends or other distributions in respect of the Parent Buyer Class A Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 3.05(f)) is surrendered for exchange in accordance with this Article IVARTICLE III. Subject to the effect of applicable lawsLaws, following surrender of any such CertificateCertificate (or affidavit of loss in lieu thereof as provided in Section 3.05(f)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Buyer Class A Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (Ai) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Buyer Class A Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Buyer Class A Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that the holder thereof has the right to receive upon the surrender thereof, and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect fractional shares of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.02(e), in each case until the holder of any unsurrendered Certificate until such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVII. Subject to the effect of applicable laws, following Following surrender of any such Certificate, there shall be issued and/or or paid to the record holder of the such Certificate, Registered Parent Shares or certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, as the case may be, and, without interest, (Ai) 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 payable paid with respect to such Registered Parent Shares or whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such Registered Parent Shares or whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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 Parent Common Stock issuable pursuant to this Agreementin the Merger. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such CertificateCertificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Mercantile Common Stock with a record date on or Parent Preferred Stockafter the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Mercantile Common Stock that the holder of such unsurrendered Certificate or Book-Entry Share has the right to receive upon the surrender of such unsurrendered Certificate or Book-Entry Share, as applicable, and no cash payment in lieu of fractional shares of Mercantile Common Stock shall be paid to any such holder pursuant to Section 2.7, until the holder of any unsurrendered Certificate until such Certificate is or Book-Entry Share shall have surrendered for exchange such Certificate or Book-Entry Share in accordance with this Article IVII. Subject to the effect of escheat or other applicable lawsLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Mercantile Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, with respect to such whole shares of Mercantile Common Stock (Aa) 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 theretofore and on or prior to the date of such surrender and the amount of any cash payable in lieu of a fractional share of Mercantile Common Stock to which such holder is entitled pursuant to Section 2.7 and (b) 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 Mercantile Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Crompton Common Stock or Parent Preferred Stockwith a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Crompton Common Stock that the holder thereof has the right to receive upon the surrender thereof, as applicable, and no cash payment in lieu of any fractional shares of Crompton Common Stock shall be paid to any such holder pursuant to Section 2.2(e), in each case until the holder of any unsurrendered Certificate until such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVII. Subject to the effect of applicable laws, following Following surrender of any such CertificateCertificate in accordance with this Article II, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforthereof, without interest, (Ai) at the time of such surrender, the amount of any net cash proceeds from the sale of the Excess Shares to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions, payable with respect to that number of whole shares of Crompton Common Stock issuable in exchange for such Certificate pursuant to this Article II, with a record date after the Effective Time and paid with respect to Crompton 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 theretofore but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Crompton Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent No dividends or other distributions with respect to ev3 Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever with a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at on or after the Effective Time, or that declaration shall include dividends are payable to the holders of record thereof who become such on or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of after the Parent Common Stock or Parent Preferred Stock, as applicableEffective Time, shall be paid to any the holder of any unsurrendered Certificate 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 of the shares of ev3 Common Stock to be received upon surrender of 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 is surrendered for exchange or FoxHollow Book-Entry Shares in accordance with this Article IVII. Subject to the effect of applicable lawsescheat 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 issued and/or paid to the holder of the certificates ev3 Certificate or FoxHollow Book-Entry Shares representing whole shares of Parent ev3 Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable previously paid with respect to such whole shares of Parent ev3 Common Stock and Parent Preferred Stock, as applicable, and not paid 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 payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of 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. All shares of Parent Class A Common Stock and Parent Preferred 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 Parent in respect of the Parent Class A Common Stock or Parent Preferred Stock, as applicable, 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 Parent Class A Common Stock issuable pursuant to this Agreementin the Merger. No dividends or other distributions in respect of the Parent Class A Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered Certificate or Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, 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 certificates representing whole shares of Parent Class A Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Class A Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Interiors Class A Common Stock or Parent Preferred with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Interiors Class A Common Stock represented thereby, and, in the case of Certificates representing Decor Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of Interiors Class A Common Stock shall be paid by Interiors to the Exchange Agent for payment to holders of Decor Common Stock, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Interiors Class A Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore paid with respect to such whole shares of Interiors Class A Common Stock and, in the case of Certificates representing Decor Common Stock, the amount of any cash payable in lieu of a fractional share of Interiors Class A 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 and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Interiors Class A Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend or other distribution is declared by Parent in shall be paid to the holder of any unsurrendered Share with respect to the shares of the Parent Common Stock or Parent Preferred Stockrepresented thereby, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(d), until such Certificate is Share has been surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such CertificateShare, there shall be issued and/or paid to the holder recordholder thereof, without interest, (i) promptly after such surrender, the number of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued issuable in exchange therefortherefor pursuant to this Article II, without interest, (Atogether 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) at and the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock Stock. The Exchange Agent shall be entitled to deduct and Parent Preferred Stockwithhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Restricted Shares or Company RSUs, such amounts as applicableare required to be withheld or deducted under 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, with a record date after such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time but with a payment date subsequent to surrenderholder of the Shares or holder of the Restricted Shares or Company RSUs, in respect of which such deduction and withholding were made.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock No principal or interest on any Discrepancy Notes, and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of no dividends or other distributions declared or made after the Effective Time and whenever a dividend or other distribution is declared by Parent in with respect of the Parent Common to Acquiror Series A Preferred Stock or Parent Preferred Stock, as applicable, the XM Class A Stock with a 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. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any the holder of any unsurrendered Certificate with respect to the Discrepancy Notes or the whole shares of Acquiror Series A Preferred Stock or XM Class A Stock represented thereby, until the holder of record of such Certificate is surrendered for exchange in accordance with this Article IVshall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Acquiror Series A Preferred Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at the time of such surrenderpromptly, the amount of any cash payable with respect to a fractional share of Acquiror Series A Preferred 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 and theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Acquiror Series A Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicabledistributions, with a record date after the Effective Time but with prior to surrender and a payment date subsequent occurring after surrender, payable with respect to such whole shares of Acquiror Series A Preferred Stock. Subject to the effect of escheat, tax or other applicable Laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of XM Class A Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of XM Class A 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 and theretofore paid with respect to such whole shares of XM Class A 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 surrender and a payment date occurring after surrender, payable with respect to such whole shares of 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. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect to shares of the Parent Lyondell Common Stock or Parent Preferred Stock, as applicable, with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Lyondell Common Stock issuable to such holder hereunder and no cash payment for fractional shares shall be paid to any such holder pursuant to Section 4.3(d), in each case until the surrender of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IV4. All such dividends and other distributions shall be paid by Lyondell to the Exchange Agent and shall be included in the Exchange Fund. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates a Lyondell Certificate representing whole shares of Parent Lyondell Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, the Merger (Ai) at the time of such surrender, the amount of any cash payable for a fractional share of Lyondell Common Stock to which such holder is entitled pursuant to Section 4.3(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Lyondell Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such shares of Lyondell Common Stock. Lyondell shall make available to the Exchange Agent for these purposes, as necessary, cash and other property, if any, to which the holder may be entitled. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 4.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to DWD Common Stock or Parent DWD Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of DWD Common Stock or DWD Preferred Stock represented thereby, and, in the case of Certificates representing MS Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of DWD Common Stock shall be paid by DWD to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent DWD Common Stock and Parent or DWD Preferred Stock, as applicable, 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 Effective Time theretofore payable paid with respect to such whole shares of Parent DWD Common Stock and Parent or DWD Preferred Stock, as applicableand, and not paid in the case of Certificates representing MS Common Stock, the amount of any cash payable in lieu of a fractional share of DWD 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 payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of DWD Common Stock or DWD Preferred Stock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared with respect to Parent Common Stock to stockholders of record on or after the Effective Time shall be 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 Parent Common Stock represented thereby, in each case unless and Parent Preferred Stock to be issued pursuant to until the Merger shall be deemed issued and outstanding as surrender of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange (or affidavit of loss in lieu thereof) in accordance with this Article IVII. Subject to the effect of applicable lawsApplicable 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 issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable paid with respect to such the whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid represented by such Certificate or Book-Entry Share and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such delivery of such Parent Common Stock by the Exchange Agent pursuant to Section 2.2(c), and a payment date subsequent to surrendersuch delivery of such Parent Common Stock by the Exchange Agent pursuant to Section 2.2(c), payable with respect to such shares of Parent Common Stock; provided, however, that all dividends payable to record holders of Certificates or Book-Entry Shares in accordance with this Section 2.2(d) shall be payable in the form of shares of Parent Common Stock in accordance with Parent’s dividend reinvestment plan (the “Parent DRIP”), which form of payment the holder shall be deemed to have elected. From and after the Effective Time, all dividends payable with respect to the Share Consideration or Parent Common Stock issued in lieu of a cash dividend in accordance with this Section 2.2(d) shall be issued in the form of Parent Common Stock under the Parent DRIP until such time, if any, as the relevant holder elects to “opt out” of the Parent DRIP.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date on or after the Closing Date shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.3(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate 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 is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates Parent Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time Closing Date theretofore payable 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 Preferred Stock, as applicable, and not paid 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 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 and Stock. Parent Preferred Stock, as applicable, with a record date after shall make available to the Effective Time but with a payment date subsequent to surrenderExchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared or made with respect to shares of Parent Common Stock and or Parent Voting Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend or other distribution is declared by Parent in shall be paid to the holder of any unsurrendered Certificate with respect to the shares of the Parent Common Stock or Parent Voting Preferred Stock, as applicable, the record date for which is at or after the Effective Time, Stock that declaration shall include dividends or other distributions such holder would be entitled to receive upon surrender of such Certificate and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.5 until such holder shall surrender such Certificate is surrendered for exchange in accordance with this Article IVSection 2.2. Subject to the effect of applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Common Stock and or Parent Voting Preferred Stock, as applicable, issued 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and or Parent Voting Preferred Stock, as applicable, and not paid and (Bb) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Parent Common Stock or Parent Voting Preferred Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger 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 Preferred Stock, as applicable, 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. No ; provided, however, that no dividends or other distributions declared or made in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate is surrendered for exchange surrenders such Certificate in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid ; and (Bb) at the appropriate payment date, 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 Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in declared or made with respect of to Validus Common Shares with a record date on or after the Parent Common Stock or Parent Preferred Stock, as applicable, Effective Time shall be paid to any holder shareholder of IPC holding any unsurrendered IPC Certificate or IPC Common Shares in the IPC Share Register with respect to the Validus Common Shares represented thereby, nor shall the cash payment in lieu of fractional shares be paid to any such shareholder pursuant to Section 2.2(e), until such shareholder shall surrender such IPC Certificate is surrendered for exchange in accordance with the procedures set forth in this Article IVARTICLE II. Subject to Following the effect of applicable laws, following surrender of any such CertificateIPC Certificate or IPC Common Shares in the IPC Share Register in accordance with the procedures set forth in this ARTICLE II, there such shareholder shall be issued and/or paid entitled to receive, in addition to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued consideration set forth in exchange thereforSection 2.1(a), without interest, (Ai) at the time of such surrender, the amount of any dividends or other distributions with a record date on or after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole Validus Common Shares which a shareholder of IPC holding such IPC Certificate is entitled to receive hereunder, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Validus Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect Shares which such shareholder is entitled to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrenderreceive hereunder.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date on or after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to represented thereby, and, in the Merger shall be deemed issued and outstanding as case of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Company Certificates representing Company Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall will be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered fractional shares of Parent Common Stock will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender of such Company Certificate until such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Company Certificate, there shall will be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and, in the case of Company Certificates representing Company 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(e) 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and and, whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or shares of Parent Preferred Stock, as applicable, 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 Merger Consideration issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or shares of Parent Preferred Stock, as applicable, Stock shall be paid to any holder of any unsurrendered Certificate until such Certificate or uncertificated Share is surrendered transferred for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such CertificateCertificate (if any) (or affidavits of lost, stolen or destroyed Certificates in lieu of the Certificate as provided in Section 2.3(h)) or transfer of such Share that has been converted into the right to receive the Merger Consideration, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Preferred Stock and Parent Preferred Stock, (or as applicable, Book Entry Parent Stock) issued in exchange therefor, without interest, (Ai) at the time of such surrendersurrender or transfer, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Preferred Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Preferred Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrendersurrender or transfer, as applicable.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions 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 with respect to the shares of Parent Common Stock and Parent Preferred Stock the holder thereof is entitled 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 Parent receive in respect thereof and no cash payment in lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to subsection (e) below until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange in accordance with this Article IVshall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Parent 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 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) No Further Ownership Rights in ValueVision Common Stock and Parent Preferred National Media Common Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole . All shares of Parent Common Stock and Parent Preferred Stockissued 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 ValueVision Common Stock or National Media Common Stock theretofore represented by such Certificates, as applicablesubject, 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 or made by ValueVision on such shares of ValueVision Common Stock or by National Media on such shares of National Media Common Stock, as the case may be, in accordance with the terms of this Agreement (to the extent permitted under Section 5.1) prior to the date hereof and which remain unpaid at the Effective Time, and from and after the Effective Time but with a payment date subsequent there shall be no further registration of transfers on the stock transfer books of the ValueVision Surviving Corporation or the National Media Surviving Corporation, as the case may be, of the shares of ValueVision Common Stock or National Media Common Stock, respectively, which were outstanding immediately prior to surrender.the Effective Time. If, after the Effective Time, Certificates are presented to one of the Surviving Corporations or Parent for any reason, such Certificates shall be canceled and exchanged as provided in this Section 2.4. (e)

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in declared or made with respect to shares of the Parent Monsanto Common Stock or Parent Monsanto Convertible Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as applicablethe 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 of any unsurrendered Certificate pursuant to Section 2.5 until such holder shall surrender such Certificate is surrendered for exchange in accordance with this Article IVSection 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Monsanto Common Stock and Parent or Monsanto Convertible Preferred Stock, as applicablethe case may be, issued 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Monsanto Common Stock and Parent or such shares of Monsanto Convertible Preferred Stock, as applicablethe case may be, and not paid and (Bb) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock with a record date on or Parent Preferred Stock, as applicable, after the Effective Time shall be paid to the holder of any unsurrendered Certificate 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 upon the surrender of 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 2.8, until the holder of any unsurrendered Certificate until such Certificate is or Book-Entry Share shall have surrendered for exchange such Certificate or Book-Entry Share in accordance with this Article IVII. Subject to the effect of escheat or other applicable lawsLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Purchaser Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, with respect to such shares of Purchaser Common Stock (Aa) 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 theretofore and on or prior to the date of such surrender and the amount of any cash payable with respect to such whole shares in lieu of Parent a fractional share of Purchaser Common Stock and Parent Preferred Stock, as applicableto which such holder is entitled pursuant to Section 2.8, 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 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 and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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 Parent Common Stock issuable pursuant to this Agreement. No dividends or other distributions so declared in respect of the such Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVSection 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid or paid, less the amount of any withholding taxes that may be required thereon, to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforfor such Certificate, without interest, (Ai) at the time of such surrender, the dividends or other distributions with a record date that is at or after the Effective Time theretofore payable with respect and a payment date on or prior to the date of surrender of such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not previously paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date at or after the Effective Time 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 Effective Time.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions with respect to Pinnacle Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Pinnacle Common Stock issuable hereunder in respect thereof and no cash payment in lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, fractional shares shall be paid to any such holder pursuant to this Agreement, and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of Pinnacle Common Stock shall be paid by Pinnacle to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Pinnacle Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Pinnacle Common Stock and Parent Preferred Stock, as applicable, and not paid the amount of any cash payable in lieu of a fractional share of Pinnacle Common Stock to which such holder is entitled pursuant to this Agreement and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Pinnacle Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the to Parent Common Stock or Parent Preferred Stock, as applicable, shall having a record date after the Effective Time will be paid to any holder of any unsurrendered Certificate record of Company Common Stock until such holder has surrendered the Old Certificate is surrendered for exchange in accordance with this Article IVrepresenting such stock as provided herein. Subject to the effect of applicable lawslaw, following surrender of any such CertificateOld Certificates, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, New Certificates issued in exchange therefor, without interest, (A) at the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore previously payable with respect to such the shares of Parent Common Stock represented thereby. To the extent permitted by law, holders of Company Common Stock who receive Parent Common Stock in the Merger shall be entitled to vote after the Effective Time at any meeting of Parent stockholders the number of whole shares of Parent Common Stock and Parent Preferred Stockinto which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Old Certificates for New Certificates in accordance with the provisions of this Plan, but beginning 30 days after the Effective Time no such holder shall be entitled to vote on any matter until such holder surrenders such Old Certificate for exchange as applicableprovided in Section 2.3(b). For the avoidance of doubt, and not paid and (B) at until such time as the appropriate payment daterelevant Old Certificates are exchanged for New Certificates, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and the Parent Preferred Stock, as applicable, with a record date Stock exchangeable for Company Preferred Stock hereunder will be paid after the Effective Time but to any holder of record of the Company Preferred Stock, such holder shall be entitled to vote after the Effective Time at any meeting of holders of Parent Preferred Stock of the applicable series, regardless of whether such holders have exchanged their Old Certificates for New Certificates in accordance with a payment date subsequent to surrenderthe provisions of this Plan.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by the Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, and the record date for which 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 Common Stock issuable pursuant to under this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such that Certificate is surrendered for exchange in accordance with this Article IV2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and Parent Preferred Stock, as applicablenot previously paid, and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 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 Effective Time.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in declared, made or paid after the Effective Time with respect to Parent Ordinary Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Common Stock or Ordinary Shares and Parent Preferred Stock, as applicable, ADSs represented thereby and no cash payment in lieu of fractional Parent Ordinary Shares and Parent ADSs shall be paid to any such holder pursuant to Section 3.4(e) until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVSection. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock Ordinary Shares and the Parent Preferred Stock, as applicable, ADRs which represent Parent ADSs issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other 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 Parent Ordinary Shares and Parent ADSs and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock Ordinary Shares and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends ADSs. Dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date on or after the Effective Time but with a payment date subsequent prior to surrendersurrender of Certificates by holders thereof payable in respect of Parent Ordinary Shares and Parent ADSs held by the Exchange Agent shall be held in trust for the benefit of such holders of Certificates.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Class A Common Stock or Parent Preferred Stock, as applicable, and the record date for which 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 pursuant to under this Agreement. No dividends or other distributions in respect of the Parent Class A Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVTwo. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or or paid to the holder of the certificates representing whole shares of Parent Class A Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Class A Common Stock and Parent Preferred Stocknot previously paid, as applicableless the amount of any withholding taxes which may be required thereon, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Class A Common Stock and Parent Preferred Stock, as applicable, 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. All No dividends or other distributions with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend or other distribution is declared by Parent in shall be paid to the holder of any unsurrendered Share with respect to the shares of the Parent Common Stock or Parent Preferred Stockrepresented thereby, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(c), until in either case, such Certificate is Share has been surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable laws, following Following surrender of any such CertificateShare, there shall be issued and/or paid to the holder recordholder thereof, without interest, (i) promptly after such surrender, the number of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued issuable in exchange therefortherefor pursuant to this Article II, without interest, (Atogether 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(c) at and the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and Stock. The Parent Preferred Stockor the 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 Restricted Shares, such amounts as are required to be withheld or deducted under the Code or any provision of U.S. state or local Tax Law with a record date after respect to the Effective Time but with a payment date subsequent making of such payment. To the extent that amounts are so withheld or deducted and paid over to surrenderthe applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding were made.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in or made after the date of this Agreement with respect to shares of the Parent Office Depot Common Stock or Parent Preferred Stock, as applicable, the with a record date for which is at or after the Second Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares of Office Depot Common Stock issuable pursuant to this Agreement. No Notwithstanding any other provisions of this Agreement, no dividends or other distributions in declared or made after the Second Effective Time with respect to shares of the Parent Office Depot Common Stock or Parent Preferred Stockhaving a record date after the Second Effective Time shall be paid to the holder of any unsurrendered Certificate, as applicable, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder of any unsurrendered Certificate until shall surrender such Certificate is surrendered for exchange as provided in accordance with this Article IVSection 2.5. Subject to the effect of applicable lawsApplicable Law, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Office Depot Common Stock and Parent Preferred Stock, as applicable, 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 Second Effective Time theretofore payable with respect to such whole shares of Parent Office Depot Common Stock and Parent Preferred Stocknot paid, as applicableless the amount of any withholding taxes which may be required thereon, and not paid and (Bii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date after the Second Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Office Depot Common Stock and Parent Preferred Stock, as applicable, with a record date after less the Effective Time but with a payment date subsequent to surrenderamount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Woolworth Common Stock or Parent Preferred with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Woolworth Common Stock represented thereby, and, in the case of Certificates representing Sports Authority Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate 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 is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Woolworth Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore paid with respect to such whole shares of 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 (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Woolworth Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All No amount in respect of dividends or other distributions 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 with respect to the shares of Parent Common Stock and Parent Preferred Stock the holder thereof is entitled 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 Parent receive in respect thereof and no cash payment in lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to subsection (e) below until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange shall surrender such Certificate to Parent in accordance with this Article IVherewith. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Parent Common Stock to which such holder is entitled pursuant to subsection (e) below and an amount equal to the amount of dividends or other distributions with a record date after the Effective Time theretofore payable previously paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, an amount equal to the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to surrender and a payment date subsequent to surrender.surrender payable with respect to whole shares of 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

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Convertible Preferred Stock to be issued pursuant to the Merger 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 applicablethe case may be, 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. No ; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock or Parent Convertible Preferred Stock, as applicablethe case may be, shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Common Stock and or Parent Convertible Preferred Stock, as applicable, issued 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and or shares of Parent Convertible Preferred Stock, as applicable, and not paid and (Bb) at the appropriate payment date, 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 Stock and or Parent Convertible Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of No dividends or other distributions with respect to Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever with a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at on or after the Effective Time, or that declaration shall include dividends are payable to the holders of record thereof who become such on or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of after the Parent Common Stock or Parent Preferred Stock, as applicableEffective Time, shall be paid to any the holder of any unsurrendered Company Certificate or to the holder of any Company Option that has not submitted a duly completed and signed letter of transmittal for payment therefor until those certificates are surrendered or until duly completed and signed letters of transmittal are submitted 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 of the shares of Parent Common Stock to be received upon surrender of the Company Certificate is surrendered for exchange or upon receipt of such letter of transmittal 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 Company Certificate or receipt of such letter of transmittal in accordance with this Article IVII. Subject to the effect of applicable lawsescheat or similar Applicable Laws and Applicable Laws with respect to the withholding of taxes, following surrender of any such Certificate, certificate there shall be issued and/or paid to the holder of the certificates Parent Certificate representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable previously 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 Preferred Stock, as applicable, and not paid Common Stock to which such holder is entitled pursuant to Section 2.8 and (Bii) 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 and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock and Parent Preferred Stock to be issued issuable upon the surrender of such Certificate pursuant to the Merger shall be deemed issued Section 3.1(b), and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 3.1(e), and all dividends, other distributions and cash in lieu of any unsurrendered Certificate 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 is surrendered for exchange in accordance with this Article IVpursuant to Section 3.1(b). Subject to the effect of applicable escheat or similar laws, following the surrender of any such Certificate, Certificate pursuant to Section 3.1(b) there shall be issued and/or paid to the holder of the certificates Certificate representing the whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, in addition to such holder's shares of Parent Common Stock and Warrants, (Ai) at the time of such surrender, the amount of dividends or other distributions with respect to such whole shares of Parent Common Stock 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 3.1(e), and (ii) at the appropriate payment date, the amount of dividends or other distributions with respect to such whole shares of Parent Common Stock 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 and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Convertible Preferred Stock to be issued pursuant to the Merger 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 applicablethe case may be, 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. No ; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock or Parent Convertible Preferred Stock, as applicablethe case may be, shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Common Stock and or Parent Convertible Preferred Stock, as applicable, issued 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and or shares of Parent Convertible Preferred Stock, as applicable, and not paid and (Bb) at the appropriate payment date, 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 Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.or Parent

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock with a record date on or Parent Preferred Stock, as applicable, shall after the Effective Time will be paid to any the holder of any unsurrendered Certificate 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 upon the surrender of such unsurrendered Certificate or Book-Entry Share, and no cash payment in lieu of fractional shares of Purchaser Common Stock will be paid to any such holder pursuant to Section 2.7, until the holder of such Certificate is or Book-Entry Share will have surrendered for exchange such Certificate or Book-Entry Share in accordance with this Article IVII. Subject to the effect of escheat or other applicable lawsLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall will be issued and/or paid to the record holder of the certificates representing whole shares of Parent Purchaser Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, with respect to such whole shares of Purchaser Common Stock (Aa) 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 theretofore and on or prior to the date of such surrender and the amount of any cash payable in lieu of a fractional share of Purchaser Common Stock to which such holder is entitled pursuant to Section 2.7 and (b) 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 and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to retained Company Common Stock or Parent Preferred Stock, as applicable, with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of retained Company Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.5(e) until the surrender of any unsurrendered Certificate until such Certificate is surrendered for exchange certificate in accordance with this Article IV2. Subject to the effect of applicable laws, following surrender of any such Certificatecertificate, there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent retained Company Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforconnection therewith, without interest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of retained Company Common Stock to which such holder is entitled pursuant to Section 2.5(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent retained Company Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the proportionate amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrender.such surrender payable with respect to such whole shares of retained Company Common Stock. (d) No Further Ownership Rights in Company Common Stock Exchanged. All cash paid or shares of Company Common Stock retained upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article 2 (including any cash paid pursuant to Section 2.5(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificates. (e)

Distributions with Respect to Unexchanged Shares. All Notwithstanding any other provisions of this Agreement, no dividends or other distributions with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to with a record date on or after the Merger shall be deemed issued and outstanding as of day on which the Effective Time and whenever a dividend or other distribution is declared by Parent in occurs shall be paid to the holder of any unsurrendered Certificate with respect to the shares of the Parent Common Stock or Parent Preferred Stockrepresented thereby, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions and no cash in respect lieu of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect a fractional share of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to this Article II, and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional share of Parent Common Stock shall be paid by Parent to the Exchange Agent (less the amount of any required withholding taxes) and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable laws, following Following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stockor paid, as applicable, issued in exchange therefor, without interest, to the holder thereof (Ai) at the time of such surrender, (x) a certificate representing whole shares of Parent Common Stock issued in exchange therefor, (y) the cash portion of the Merger Consideration and any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to this Article II and (z) 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 (in each case, without interest and less the amount of any required withholding taxes); 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 and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent New Starwood Common Stock and Parent Preferred 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 Parent New Starwood in respect of the Parent New Starwood Common Stock or Parent Preferred Stock, as applicable, 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. No Notwithstanding the foregoing, no dividends or other distributions in with respect of the Parent to New Starwood Common Stock or Parent Preferred Stockwith a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares represented thereby, as applicable, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(g), in each case until the surrender of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, such Certificate without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Advisor Common Stock to which such holder is entitled pursuant to Section 2.2(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 after the Effective Time theretofore payable paid with respect to such whole shares of Parent New Starwood Common Stock and Parent Preferred Stock, as applicable, and not paid and (By) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of New Starwood Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock Shares to be issued pursuant to paid as a portion of the Braves Merger Consideration or Yankees Merger Consideration shall be deemed issued and outstanding as of the Braves Effective Time and Yankees Effective Time, respectively, and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicableShares, the record date for which is at or after the Braves Effective Time or the Yankees Effective Time, respectively, that declaration shall include dividends or other distributions in respect of all shares Parent Shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, Shares shall be paid to any holder of any unsurrendered Certificate Braves Book-Entry Interests or Yankees Book-Entry Interests until such Certificate is surrendered the instructions for exchange transfer and cancellation provided in this Article II and in accordance with the terms of the Braves Transmittal Letter and the Yankees Transmittal Letter, respectively, and such other documents as may reasonably be required by the Exchange Agent pursuant to this Article IVII, have been delivered to the Exchange Agent. Subject to the effect of applicable lawsLaws, following surrender delivery to the Exchange Agent of any such Certificateinstructions with respect to Braves Book-Entry Interests and Yankees Book-Entry Interests, respectively there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Shares issued in exchange therefor, without interest, (Ai) at the time of such surrendersurrender or delivery of such instructions, the dividends or other distributions with a record date after the Braves Effective Time and the Yankees Effective Time, respectively, theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Shares and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Shares with a record date after the Braves Effective Time and the Yankees Effective Time, respectively, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions declared, made or paid after the Effective Time with respect to HoldCo Ordinary Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the HoldCo ADSs and Merger Ordinary Shares represented thereby and no cash payment in respect lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, fractional HoldCo ADSs and Merger Ordinary Shares shall be paid to any such holder pursuant to SECTION 2.03(e) until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVSection. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock the HoldCo ADRs which represent HoldCo ADSs and Parent Preferred Stock, as applicable, Merger Ordinary Shares issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other 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 HoldCo ADSs and Merger Ordinary Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock HoldCo ADSs and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrenderMerger Ordinary Shares.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Acquiror Common Stock or Parent Preferred with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Acquiror Common Stock represented thereby, and, in the case of Certificates representing Company Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate 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 is surrendered for exchange in accordance with this Article IV2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Acquiror Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Acquiror Common Stock and Parent Preferred and, in the case of Certificates representing Company Common Stock, as applicable, and not paid 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 payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend No dividends or other distribution is declared by Parent in distributions with respect of the to Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at Stock declared or made after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of Time with a record date after the Parent Common Stock or Parent Preferred Stock, as applicable, Effective Time shall be paid to any the holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVGreenHunter Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, : (Ai) at the time of such surrenderthe surrender of a GreenHunter Certificate for exchange in accordance with the provisions of this Section 2.5, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Parent Common Stock or Parent Preferred Stock that such holder is entitled to receive (less the amount of any withholding taxes that may be required to be withheld with respect thereto); and (ii) at the appropriate payment date, 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 (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder receives (less the amount of any withholding taxes that may be required to be withheld with respect thereto).

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to ChoiceOne Common Stock with a record date on or Parent Preferred Stock, as applicable, shall after the Effective Time will be paid to any the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of ChoiceOne Common Stock that the holder of such unsurrendered Certificate or Book-Entry Share has the right to receive upon the surrender of such unsurrendered Certificate or Book-Entry Share, and no cash payment in lieu of fractional shares of ChoiceOne Common Stock will be paid to any such holder pursuant to Section 2.6, until the holder of such Certificate is or Book-Entry Share will have surrendered for exchange such Certificate or Book-Entry Share in accordance with this Article IVII. Subject to the effect of escheat or other applicable lawsLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall will be issued and/or paid to the record holder of the certificates representing whole shares of Parent ChoiceOne Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, with respect to such whole shares of ChoiceOne Common Stock (Aa) 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 theretofore and on or prior to the date of such surrender and the amount of any cash payable in lieu of a fractional share of ChoiceOne Common Stock to which such holder is entitled pursuant to Section 2.6 and (b) 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 ChoiceOne Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common Stock and Parent or Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend or other distribution is declared by Parent in shall be paid to the holder of any unsurrendered Share with respect to the shares of the Parent Common Stock or Parent Preferred StockStock represented thereby, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(c), until in either case, such Certificate is Share has been surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable laws, following Following surrender of any such CertificateShare, there shall be issued and/or paid to the holder recordholder thereof, without interest, (i) promptly after such surrender, the number of the certificates representing whole shares of Parent Common Stock and Parent or Preferred Stock, as applicable, issued Stock issuable in exchange therefortherefor pursuant to this Article II, without interest, (Atogether with any cash payable in lieu of a fractional share of Parent Common Stock or Preferred Stock to which such holder is entitled pursuant to Section 2.1(c) at and the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock or Preferred Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and Parent or Preferred Stock. The Parent or the Surviving Corporation, as applicable, shall be entitled to deduct and not paid and (B) at withhold from the appropriate payment dateconsideration otherwise payable under this Agreement to any holder of Shares or holder of Restricted Shares, such amounts as are required to be withheld or deducted under the dividends Code or other distributions payable any provision of U.S. state or local Tax Law with respect to the making of such whole shares 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 Parent Common Stock this Agreement as having been paid to the person in respect of which such deduction and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrenderwithholding were made.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock or Parent New Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock and or Parent New Preferred 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 Parent issuable hereunder in respect thereof, and, in the case of the Parent Certificates representing Company Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate 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 is surrendered for exchange in accordance with this Article IVII, subject to Section 2.2(f). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Common Stock and or Parent New Preferred Stock, as applicable, 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 Effective Time theretofore paid with respect to such whole shares of Parent Common Stock or Parent New Preferred Stock and, in the case of Certificates representing Company 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(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and or Parent New Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Travelers Common Stock or Parent Travelers Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Travelers Common Stock or Travelers Preferred Stock represented thereby, and, in the case of Certificates representing Citicorp Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of Travelers Common Stock shall be paid by Travelers to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Travelers Common Stock and Parent or Travelers Preferred Stock, as applicable, 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Travelers Common Stock and Parent or Travelers Preferred Stock, as applicableand, and not paid in the case of Certificates representing Citicorp Common Stock, the amount of any cash payable in lieu of a fractional share of Travelers 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 payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Travelers Common Stock or Travelers Preferred Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Travelers Common Stock or Parent Travelers Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Travelers Common Stock or Travelers Preferred Stock represented thereby, and, in the case of Certificates representing Citicorp Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of Travelers Common Stock shall be paid by Travelers to the Ex change Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Travelers Common Stock and Parent or Travelers Preferred Stock, as applicable, 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Travelers Common Stock and Parent or Travelers Preferred Stock, as applicableand, and not paid in the case of Certificates representing Citicorp Common Stock, the amount of any cash payable in lieu of a fractional share of Travelers 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 payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Travelers Common Stock or Travelers Preferred Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in declared or made after the Effective Time with respect of the Parent to Finisar Common Stock or Parent Preferred Stock, as applicable, with a record date after the Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Finisar Common Stock 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 is surrendered for exchange in accordance with this Article IVshall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Finisar Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore payable previously paid with respect to such whole shares of Parent Finisar Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to surrender and a payment date subsequent to surrendersurrender payable with respect to such whole shares of Finisar Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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 Parent Common Stock issuable pursuant to this Agreementin the Merger. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered Certificate of Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, 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 certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger The parties shall be deemed issued and outstanding as coordinate so that holders of the Effective Time Company Common Shares will not receive in respect of the same calendar quarter both (i) a quarterly distribution in respect of such holders’ Company Common Shares and whenever (ii) a dividend or other quarterly distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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 Units issuable pursuant to this Agreement. No Subject to the immediately foregoing sentence, whenever a dividend or distribution is declared or made after the date of this Agreement with respect to Parent Common Units with a record date after the Effective Time, such declaration shall include a dividend or distribution in respect of all Parent Common Units issuable pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, no dividends or other distributions in declared or made after the Effective Time with respect of the to Parent Common Stock or Units having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional Parent Preferred Stock, as applicable, Common Units shall be paid to any holder of any unsurrendered Certificate such holder, until such holder shall surrender such Certificate is surrendered for exchange as provided in accordance with this Article IVSection 2.3. Subject to the effect of applicable lawsApplicable Law of the State of Delaware, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Units 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 Effective Time theretofore payable with respect to such whole shares of Parent Common Stock Units and Parent Preferred Stocknot paid, as applicableless the amount of any withholding taxes which may be required thereon, and not paid and (Bii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with (x) a record date after the Effective Time but with prior to surrender and (y) a payment date subsequent to surrendersurrender that are payable with respect to such Parent Common Units, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect to Holdco Common Stock with a record date after the Effective Time of the Parent Mergers shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Holdco Common Stock or Parent Preferred Stockrepresented thereby, as applicable, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.3(e) hereof, until the surrender of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent Holdco Common Stock and Parent Preferred Stock, as applicable, 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 Holdco Common Stock to which such holder is entitled pursuant to Section 2.3(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore of the Mergers theretofor paid with respect to such whole shares of 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 of the Mergers but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Holdco Common Stock. (d) No Further Ownership Rights in Parent Common Stock and Company Capital Stock. All shares of Holdco Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.3(c) or 2.3(e) hereof) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Parent Preferred StockCommon Stock or Company Capital Stock theretofor represented by such Certificates, subject, however, to the obligation of the Zenith Surviving Corporation or the Millennium Surviving Corporation, as applicable, and not paid and (B) at the appropriate payment date, the to pay any dividends or make any other distributions payable with respect a record date prior to the Effective Time of the Mergers which may have been declared or made by Parent or the Company, as applicable, on such whole shares of Parent Common Stock and Parent Preferred StockCompany Capital Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time of the Mergers, and there shall be no further registration of transfers on the stock transfer books of the Zenith Surviving Corporation or the Millennium Surviving Corporation, as applicableapplica- ble, with a record date of the shares of Parent Common Stock or Company Capital Stock which were outstanding immediately prior to the Effective Time of the Mergers. If, after the Effective Time but with a payment date subsequent of the Mergers, Certificates are presented to surrender.the Zenith Surviving Corporation or the Millennium Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law. (e)

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared or made with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend shall be paid to the holder of any unsurrendered Certificate or other distribution is declared by Parent in Book Entry Shares with respect to the shares of the Parent Common Stock that such holder would be entitled to receive upon surrender of such Certificate or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions Book Entry Shares and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.5 until such holder shall surrender such Certificate is surrendered for exchange or Book Entry Shares in accordance with this Article IVSection 2.2. Subject to the effect effect, if any, of applicable lawsApplicable Laws, following surrender of any such CertificateCertificate or Book Entry Shares, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued issuable in exchange therefor, without interest, (A) 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 Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the . For purposes of dividends or other distributions payable with in respect to such whole of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if such shares of Parent Common Stock were issued and Parent Preferred Stock, outstanding as applicable, with a record date after of the Effective Time but with a payment date subsequent to surrenderTime.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Leucadia Common Stock or Parent Leucadia Mirror Preferred StockStock with a record date on or after the Second Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Leucadia Common Stock or Leucadia Mirror Preferred Shares that the holder thereof has the right to receive upon the surrender thereof, as applicable, 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 any unsurrendered Certificate until such Certificate is or Book-Entry Share shall have surrendered for exchange such Certificate or Book-Entry Share in accordance with this Article IVII. Subject to the effect of escheat or other applicable lawsLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the record holder of the certificates representing shares of Leucadia Mirror Preferred Stock or whole shares of Parent Leucadia Common Stock and Parent Preferred Stock, as applicable, 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 Second Effective Time theretofore payable paid with respect to such shares of Leucadia Mirror Preferred Stock or whole shares of Parent Leucadia Common Stock and Parent Preferred Stock, as applicable, and not paid 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 Second Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Leucadia Mirror Preferred Stock or whole shares of Parent Leucadia Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent Alternate Holdco in respect of the Parent Common Stock or Parent Preferred Stock, as applicableAlternate Holdco common stock, the record date for which is at or after the Xxxxxxxx Merger Effective TimeTime (with respect to Certificates formerly representing A-47 Company Shares) or after the Devon Merger Effective Time (with respect to Certificates formerly representing Parent Shares), that declaration shall include dividends or other distributions in respect of all shares of Alternate Holdco common stock issuable pursuant to this Agreement. No dividends or other distributions so declared in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, such Alternate Holdco common stock shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVSection 3.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid or paid, less the amount of any withholding taxes that may be required thereon, to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Alternate Holdco common stock issued in exchange thereforfor such Certificate, without interest, (Ai) at the time of such surrender, the dividends or other distributions with a record date that is at or after the Xxxxxxxx Merger Effective Time theretofore payable with respect or the Devon Merger Effective Time, as the case may be, and a payment date on or prior to the date of surrender of such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Alternate Holdco common stock and not previously paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, Alternate Holdco common stock with a record date at or after the Xxxxxxxx Merger Effective Time or the Devon Merger Effective Time, as the case may be, but with a payment date subsequent to surrender. For purposes of dividends or other distributions in respect of shares of Alternate Holdco common stock, (i) all shares of Alternate Holdco common stock to be issued pursuant to the Xxxxxxxx Merger shall be deemed issued and outstanding as of the Xxxxxxxx Merger Effective Time and (ii) all shares of Alternate Holdco common stock to be issued pursuant to the Devon Merger shall be deemed issued and outstanding as of the Devon Merger Effective Time.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect to shares of the Parent Common Stock, Parent Series A Preferred Stock or Parent Series B Preferred Stock, as applicable, Stock with a record date after the Effective Time shall be paid to any the holder of any unsurrendered Certificate Share with respect to the shares of Parent Common Stock, Parent Series A Preferred Stock and Parent Series B Preferred Stock represented thereby, until such Certificate is Share has been surrendered for exchange in accordance with this Article IVIII. Subject to the effect of escheat, Tax or other applicable lawsLaws, following surrender of any such CertificateShare, there shall be issued and/or paid to the holder recordholder thereof, without interest, (i) promptly after such surrender, in the case of the certificates representing Common Shares that number of whole shares of Parent Common Stock and Parent Series A Preferred Stock, as applicableor in the case of Preferred Shares that number of whole shares of Parent Series B Preferred Stock, issued in exchange therefortherefor pursuant to this Article III, without interest, (A) at together with the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock, Parent Series A Preferred Stock and Parent Series B Preferred Stock, as applicable, and not paid Stock and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Parent Common Stock, Parent Series A Preferred Stock and Parent Series B Preferred Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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 Parent Common Stock issuable pursuant to this Agreementin the Merger. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, issued pursuant to the Merger shall be paid to any holder of any unsurrendered un-surrendered Certificate or Uncertificated Share that was issued and outstanding immediately prior to the Effective Time until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, 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 certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interestinterest thereon, (Aa) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bb) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of No dividends or other distributions declared or made after the Effective Time and whenever a dividend or other distribution is declared by with respect to Parent in respect of the Parent Common Stock or New Parent Preferred Stock, as applicablethe case may be, the with a record date for which is at or after the Effective Time, that declaration Time shall include dividends or other distributions in be paid to the holder of any unsurrendered Certificate with respect to the shares of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or New Parent Preferred Stock, as applicablethe case may be, which such holder is entitled to receive upon the surrender thereof in accordance with this Section 2.2, and no other part of the Merger Consideration shall be paid to any such holder pursuant hereto, until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange in accordance with this Article IVshall so surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid by Parent or the Exchange Agent to the record holder of the certificates representing whole shares of Parent Common Stock and or New Parent Preferred Stock, as applicablethe case may be, issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Parent Stock to which such holder is entitled pursuant to Section 2.2(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 Stock or New Parent Preferred 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 but prior to such surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock and or New Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrendercase may be.

Distributions with Respect to Unexchanged Shares. All In the event Parent elects to pay any portion of the Contingent Payments in Parent Common Stock, no dividends or other distributions declared or made after the date on which such Contingent Payments are payable with respect to Parent Common Stock with a record date on or after the date on which such Contingent Payments are payable shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.3 until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange shall surrender such Certificate in accordance with this Article IVSection 2.5. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions, if any, with a record date on or after the date on which such Contingent Payments are payable 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 theretofore date on which such Contingent Payments are payable but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Eversource Common Stock and Parent Preferred Stock Shares to be issued pursuant to the Merger this Agreement shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent Eversource in respect of the Parent Eversource Common Stock or Parent Preferred Stock, as applicableShares, 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. No ; provided that no dividends or other distributions declared or made after the Effective Time with respect to shares of Eversource Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Eversource Common Shares represented thereby and no cash payment in respect lieu of the Parent Common Stock or Parent Preferred Stock, as applicable, fractional shares shall be paid to any such holder pursuant to Section 2.2(d) until the holder of any unsurrendered Certificate until record of such Certificate is surrendered for exchange in accordance with this Article IVshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawsLaws, following surrender of any such Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Eversource Common Stock and Parent Preferred Stock, as applicable, 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 shares of Eversource Common Shares to which such holder is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Eversource Common Stock and Parent Preferred Stock, as applicable, and not paid Shares and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to surrender and a payment date subsequent to surrendersurrender payable with respect to such whole shares of Eversource Common Shares.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Capital Stock or Company Promissory Note with respect to the shares of Parent Common Stock issuable upon surrender thereof, and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as no cash payment in lieu of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.05(e), until the surrender of any unsurrendered Certificate until such Certificate is surrendered for exchange or Company Promissory Note in accordance with this Article IVII. Subject to the effect of applicable lawsLaw, following surrender of any such CertificateCertificate or Company Promissory Note, there shall be issued and/or paid to the holder of the certificates Certificate or Company Promissory Note representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, the Merger Consideration 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 Parent Common Stock to which such holder is entitled pursuant to Section 2.05(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 that are included in the Merger Consideration that is payable 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 and Parent Preferred Stock, as applicable, and not paid and (B) at that are included in the appropriate payment date, the dividends or other distributions Merger Consideration that is payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrenderholder.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of distributions, (i) with a record date prior to the Parent Common Stock or Parent Preferred Stock, as applicable, Effective Time shall be paid with respect to any shares of AWA Class A Common or AWA Class B Common or (ii) with a record date after the Effective Time shall be paid with respect to any shares of Holdings Class A Common or Holdings Class B Common, to the holder of any unsurrendered AWA Certificate until the surrender of such AWA Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable laws, following upon surrender of any such AWA Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange thereforsuch AWA Certificate, without interest, (A) at the time of such surrender, the proportionate amount of dividends or other distributions with a record date prior to the Effective Time theretofore paid with respect to the shares of AWA Class A Common or AWA Class B Common, as applicable, previously represented by such AWA Certificate, (B) at the time of such surrender, the proportionate amount of dividends or other distributions with a record and payment date after the Effective Time but prior to such surrender with respect to the shares of Holdings Class A Common or Holdings Class B Common, as applicable, into which such shares of AWA Class A Common or AWA Class B Common, as the case may be, have been converted, and (C) at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect but prior to such whole shares of Parent Common Stock surrender and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrendersuch surrender with respect to such shares of Holdings Class A Common or Holdings Class B Common, as applicable.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to MoneyZone Common Stock or Parent Preferred with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of MoneyZone Common Stock represented thereby, and, in the case of Certificates representing Xxxxxx Online Common Stock, as applicable, no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of any unsurrendered Certificate fractional shares of MoneyZone Common Stock shall be paid by MoneyZone to the Exchange Agent for payment to holders of Xxxxxx Online Common Stock, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate, Certificate there shall be issued and/or paid to the holder of the certificates certificate representing whole shares of Parent MoneyZone Common Stock and Parent Preferred Stock, as applicable, 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 Effective Time theretofore paid with respect to such whole shares of MoneyZone Common Stock and, in the case of Certificates representing Xxxxxx Online Common Stock, the amount of any cash payable in lieu of a fractional share of MoneyZone 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 and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent MoneyZone Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares Subject to the three sentences of this Section 4.2(b), all Parent Common Stock and Parent Preferred Stock to be Ordinary Shares issued pursuant to the Merger (including Parent Ordinary Shares underlying Parent Depositary Shares) shall be deemed issued and outstanding as of the Effective Time and whenever a dividend entitled to all dividends or other distribution is distributions declared by Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, Ordinary Shares the record date for which is at or after the Effective Time, that declaration shall include dividends ; provided such Parent Ordinary Shares have been issued on or other distributions in respect of all shares issuable pursuant prior to this Agreementsuch record date. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, Ordinary Shares shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IV. Subject to the effect of applicable lawsescheat or similar Laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Ordinary Shares or Parent Preferred Stock, as applicable, Depositary Shares issued in exchange therefor, without interest, (Ai) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Ordinary Shares or Parent Preferred Stock, as applicable, Depositary Shares and not paid and and/or (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Ordinary Shares or Parent Preferred Stock, as applicable, Depositary Shares with a record date at or after the Effective Time but with a payment date subsequent to surrender. In furtherance of the foregoing, in order to ensure that all holders of Common Shares entitled to receive the Merger Consideration pursuant to this Article IV receive the dividends and other distributions in respect of the Parent Ordinary Shares described in this Section 4.2(b), immediately prior to the record date for the first such dividend or other distribution occurring after the Effective Time, HDP shall procure that Parent issues to the Exchange Agent any Parent Ordinary Shares (including Parent Ordinary Shares underlying Parent Depositary Shares) constituting Merger Consideration not issued prior to such record date, such Parent Ordinary Shares to be held by the Exchange Agent as nominee for the benefit of such holders of Common Shares for exchange in accordance with Section 4.2(a).

Distributions with Respect to Unexchanged Shares. All shares of Parent BHC Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and and, whenever a dividend or other distribution is declared by Parent BHC in respect of the Parent BHC Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of the Parent BHC Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.2(g)) is surrendered for exchange in accordance with this Article IVIII. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.2(g)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent BHC Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect to such whole shares of Parent BHC Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent BHC Common Stock and Parent Preferred Stock, as applicable, with a record date at or after the Effective Time but with and a payment date subsequent to the time of such surrender.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time and whenever a dividend or other distribution is declared by Parent in shall be paid to the holder of any unsurrendered Share with respect to the shares of the Parent Common Stock or Parent Preferred Stockrepresented thereby, as applicable, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions and no cash payment in respect lieu of all fractional shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(d), until such Certificate is Share has been surrendered for exchange in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender of any such CertificateShare, there shall be issued and/or paid to the record holder thereof, without interest, (i) promptly after such surrender, the number of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued issuable in exchange therefortherefor pursuant to this Article II, without interest, (Atogether 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) at and the time amount of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock Stock. Each of the Exchange Agent, Parent, Merger Sub and Parent Preferred StockSurviving 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 a record date after respect to the Effective Time but with a payment date subsequent making of such payment. To the extent that amounts are so withheld or deducted and paid over to surrenderthe 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. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock with a record date on or Parent Preferred Stockafter the Effective Time shall be paid to the holder of any unsurrendered Certificate 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 upon the surrender of such unsurrendered Certificate or Book-Entry Share, as applicable, and no cash payment in lieu of fractional shares of Purchaser Common Stock shall be paid to any such holder pursuant to Section 2.7, until the holder of any unsurrendered Certificate until such Certificate is or Book-Entry Share shall have surrendered for exchange such Certificate or Book-Entry Share in accordance with this Article IVII. Subject to the effect of escheat or other applicable lawsLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Purchaser Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, with respect to such whole shares of Purchaser Common Stock (Aa) 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 theretofore and on or prior to the date of such surrender and the amount of any cash payable in lieu of a fractional share of Purchaser Common Stock to which such holder is entitled pursuant to Section 2.7 and (b) 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 and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent BHC Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and and, whenever a dividend or other distribution is declared by Parent BHC in respect of the Parent BHC Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of the Parent BHC Common Stock or Parent Preferred Stock, as applicable, shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.3(g)) is surrendered for exchange in accordance with this Article IVIII. Subject to the effect of applicable laws, following surrender of any such CertificateCertificate (or affidavits of loss in lieu of the Certificate as provided in Section 3.3(g)), there shall be issued and/or paid to the holder of the certificates Certificates representing whole shares of Parent BHC Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect to such whole shares of Parent BHC Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent BHC Common Stock and Parent Preferred Stock, as applicable, with a record date at or after the Effective Time but with and a payment date subsequent to the time of such surrender.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred Stock Ordinary Shares to be issued pursuant to the Merger 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 Preferred Stock, as applicableOrdinary 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 Parent Ordinary Shares issuable pursuant to this Agreement. No ; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock Ordinary Shares shall be paid to the holder of any unexchanged Certificate or Parent Preferred StockBook-Entry Shares until the holder of such Certificate or Book-Entry Shares, as applicable, shall be paid to any holder of any unsurrendered Certificate until exchange such Certificate is surrendered for exchange or Book-Entry Share, respectively, in accordance with this Article IVII. Subject to the effect of applicable lawsLaws, following surrender exchange of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the such holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued Ordinary Shares issuable in exchange therefor, without interest, (Aa) at promptly after the time of such surrenderexchange, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicableOrdinary Shares, and not paid and (Bb) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with prior to such exchange and a payment date subsequent to surrendersuch exchange payable with respect to such Parent Ordinary Shares which such shareholder is entitled to receive hereunder.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock and Parent Preferred 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 Parent in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in with respect of the Parent to Heftel Common Stock declared or Parent Preferred Stock, as applicable, made after the Effective Time with a record date after the Effective Time shall be paid to any the holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article IVTichxxxx Xxxtificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, issued in exchange therefor, without interest, (Ai) at the time of such surrenderthe surrender of a Tichxxxx Xxxtificate for exchange in accordance with the provisions of this Section 2.5, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Heftel Common Stock or New 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 (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 Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of whole shares of Heftel Common Stock or New Heftel Class B Common Stock, as applicable, that such holder receives (less the amount of any withholding taxes that may be required with respect thereto). Subject to the effect of applicable laws, (i) at the time Parent or an Affiliate of Parent surrenders Heftel Common Stock for 21 exchange in accordance with the provisions of Section 2.4(b)(ix) and this Section 2.5, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions (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 Effective Time but on or prior to surrender and a payment date subsequent to surrender) payable with respect to the number of whole shares of New Heftel Class B Common Stock that such holder receives (less the amount of any withholding taxes that may be required with respect thereto).

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date after the Effective Time shall be paid to the holder of any Company Certificate formerly representing Company Common Stock or Company Preferred Stock, and whenever a dividend or other distribution is declared by Parent no cash payment in respect lieu of the fractional shares of Parent Common Stock or Parent Preferred Stock, as applicable, 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. No dividends or other distributions in respect of the Parent Common Stock or Parent Preferred Stock, as applicable, shall be paid to any such holder pursuant to Section 2.3, until the surrender of any unsurrendered such Company Certificate until such Certificate is surrendered for exchange in accordance with this Article IVII. In the case of Company Book-Entry Shares, no such surrender of a Company Certificate shall be required with respect to payment of any such dividends, other distributions or cash payment in lieu of fractional shares of Parent Common Stock. Subject to the effect of applicable lawsLaw, following surrender of any such Company Certificate, together with a duly executed Letter of Transmittal, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, 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 Parent Common Stock to which such holder is entitled pursuant to Section 2.3 and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and Parent Preferred Stock, as applicable, and not paid to which such holder is entitled and (B) 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 and Parent Preferred Stock, as applicable, with a record date after the Effective Time but with a payment date subsequent to surrender.”