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

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole shares of Parent Common Stock issued in exchange therefor, without interest 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 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 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 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock issued pursuant with a record date on or after the Effective Time shall be paid to the Merger 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 un-surrendered such Certificate or Uncertificated Book-Entry Share until shall have surrendered such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of escheat or other applicable LawsLaw, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the record holder of the whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest thereoninterest, 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 not paid to which such holder is entitled pursuant to Section 2.8, 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. 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 issued pursuant to the Merger Ordinary Shares and Parent 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 un-surrendered Certificate or Uncertificated Share until record of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the whole shares of certificates representing Parent Common Stock Ordinary Shares and the Parent ADRs which represent Parent ADSs issued in exchange therefor, without interest thereoninterest, (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 not paid and (B) at the appropriate payment date, the dividends Parent ADSs. Dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date on or after the Effective Time, 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 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 shares of Parent Common Preferred Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock Merger Consideration issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in respect of the shares of Parent Common Preferred Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered unsurrendered Certificate or Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated uncertificated Share is surrendered transferred for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate (if any) (or affidavit affidavits of loss lost, stolen or destroyed Certificates in lieu thereof of the Certificate as provided in Section 2.2(g2.3(h)) or Uncertificated Sharetransfer 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 whole certificates representing shares of Parent Common Preferred Stock (or as applicable, Book Entry Parent Stock) issued in exchange therefor, without interest thereoninterest, (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 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 with a record date after the Effective Time, Time but with a payment date subsequent to surrendersurrender or transfer, as applicable.

Distributions with Respect to Unexchanged Shares. 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 and whenever a dividend or other distribution is declared by Parent in respect of the Parent Class A Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Class A Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Class A Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole shares of Parent Class A Common Stock issued in exchange therefor, without interest 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 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 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 Battery Certificate or Uncertificated Share which is not transferred, with respect to the shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued represented thereby, 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any such holder of any un-surrendered pursuant to Section 2.1(d), until such Battery Certificate or Uncertificated Share until such Certificate (has been surrendered or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange transferred in accordance with this Article II. Subject to the effect of applicable LawsLaw, following surrender of any such Battery Certificate (or affidavit transfer of loss in lieu thereof as provided in Section 2.2(g)) or any Uncertificated Share, there shall be issued and/or paid to the holder recordholder thereof, without interest, (i) promptly after such surrender or transfer, as applicable, the Battery Merger Consideration pursuant to Section 2.1(a), together with any cash payable in lieu of the whole shares a fractional share of Parent Common Stock issued in exchange therefor, without interest thereon, (Ato 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 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 with a record date after Stock, less the Effective Time, but with a payment date subsequent to surrenderamount of any withholding Taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of to Parent Shares with a record date after the Parent Common Stock issued pursuant to the Merger Effective Time shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated 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 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 affidavit of loss in lieu thereof as provided in Section 2.2(gmaterials required by the Paying Agent)) or Uncertificated Share is surrendered for exchange , in accordance with this Article II. Subject to the effect of any applicable Lawsstate, federal or other abandoned property, escheat or similar Law, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange thereforthereof, without interest thereoninterest, (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 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 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 of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole shares of Parent Common Stock issued in exchange therefor, without interest 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 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 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 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made with respect to shares of the Parent Monsanto Common Stock issued pursuant or Monsanto Convertible Preferred Stock with a record date after the Effective Time shall be paid to the Merger holder of any unsurrendered Certificate with respect to the shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Monsanto Common Stock shall be paid to any such holder of any un-surrendered Certificate or Uncertificated Share pursuant to Section 2.5 until such holder shall surrender 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 IISection 2.2. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Monsanto Common Stock issued or Monsanto Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest thereoninterest, (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 not paid or such shares of Monsanto Convertible Preferred Stock, as the case may be, and (Bb) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time, 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 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, Stock 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 in the Mergerunder this Agreement. No dividends or other distributions in respect of the Parent Class A Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered 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 IITwo. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or or paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest thereoninterest, (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 not paid previously paid, less the amount of any withholding taxes which may be required thereon, and (Bii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Class A Common Stock with a record date after the Effective Time, 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 shares of Parent Common 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, the Ordinary Shares with a record date for which is after the Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares of Parent Common Stock Ordinary Shares issuable in the Mergerpursuant 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 issued fractional shares pursuant to the Merger shall Section 1.6(f) will be paid to any holder the holders of any un-surrendered Certificate unsurrendered Certificates or Uncertificated Share Book Entry Shares with respect to the Parent Ordinary Shares represented thereby until the holders of record of such Certificate (Certificates or affidavit of loss in lieu thereof as provided in Section 2.2(g)) Book Entry Shares shall surrender such Certificates or Uncertificated Share is surrendered for exchange in accordance with this Article IIBook Entry Shares. Subject to the effect of applicable LawsLegal Requirements, following surrender of any such Certificate (Certificates or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareBook 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 whole shares of Parent Common Stock Ordinary Shares issued in exchange therefor, without interest thereonif 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 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 with a record date after the Effective Time, but with Time 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 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to SplitCo Common Stock issued pursuant to with a record date after the Merger Effective Time shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated non-exchanged Book-Entry Share with respect to the shares of SplitCo Common Stock that the holder thereof has the right to receive upon the surrender thereof until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) Book-Entry Share shall surrender such Certificate or Uncertificated exchange such Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following Following surrender of any such Certificate (or affidavit exchange of loss any Book-Entry Share in lieu thereof as provided in Section 2.2(g)) or Uncertificated Shareaccordance with this Article II, there shall be issued and/or paid to the record holder of the whole shares of Parent Common Stock issued in exchange thereforthereof, without interest thereoninterest, (Ai) at promptly following the time of such surrender or exchange the amount of dividends or other distributions, payable with respect to that number of whole shares of SplitCo Common Stock issuable in exchange for such Certificate or Book-Entry Share pursuant to this Article II, with a record date after the Merger Effective Time and paid with respect to SplitCo 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 Merger Effective Time theretofore but prior to such surrender or exchange and a payment date subsequent to such surrender or exchange payable with respect to such whole shares of Parent SplitCo Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common 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, 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 in the Merger. No pursuant to this Agreement; provided, however, that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated Share until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange surrenders such Certificate in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued issuable in exchange therefor, without interest thereoninterest, (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 not paid Stock; 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. 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 issued pursuant to the Merger Ordinary Shares and Parent 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 un-surrendered Certificate or Uncertificated Share until record of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the whole shares of certificates representing Parent Common Stock Ordinary Shares and the Parent ADRs which represent Parent ADSs issued in exchange therefor, without interest thereoninterest, (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 not paid and (B) at the appropriate payment date, the dividends Parent ADSs. Dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date on or after the Effective Time, 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 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made with respect to shares of the Parent Comet Common Stock issued pursuant to with a record date after the Merger Effective Time shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated Share Book-Entry Shares until such holder shall surrender such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange Book-Entry Shares in accordance with this Article IISection 2.02. Subject to the effect of escheat, Tax or other applicable LawsLaw, following surrender of any such Certificate (or affidavit of loss in lieu Book-Entry Shares, such holder thereof as provided in Section 2.2(g)) or Uncertificated Share, there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (Aa) at the time of promptly after such surrender, the any such dividends or other distributions distributions, without interest, with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent the Comet Common Stock and not paid into which the shares represented by such Certificate or such Book-Entry Shares have been converted pursuant to this Agreement and (Bb) at the appropriate payment date, the amount of any dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time, but with Time and a payment date subsequent to surrendersuch surrender payable with respect to the Comet Common Stock into which the shares represented by such Certificate or such Book-Entry Shares have been converted pursuant to this Agreement. Such holder shall be entitled to vote after the Effective Time at any meeting of Comet stockholders with a record date at or after the Effective Time the number of whole shares of Comet Common Stock into which the shares represented by such Certificate or such Book-Entry Shares have been converted pursuant to this Agreement, regardless of whether such holder has exchanged their Certificate or Book-Entry Shares.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common 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, 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 in the Merger. No pursuant to this Agreement; provided, however, that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated Share Book-Entry Shares until such holder surrenders such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange Book-Entry Shares in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareBook-Entry Shares, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued issuable in exchange therefor, without interest thereoninterest, (Aa) 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 therefor paid with respect to such whole shares of Parent Common Stock and not paid Stock; 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared or made with respect to shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of or Parent Voting Preferred Stock 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 of to the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable or Parent Voting Preferred Stock that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in the Merger. No dividends or other distributions in respect lieu of the fractional shares of Parent Common Stock issued pursuant to the Merger shall be paid to any such holder of any un-surrendered Certificate or Uncertificated Share pursuant to Section 2.5 until such holder shall surrender 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 IISection 2.2. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued or Parent Voting Preferred Stock issuable in exchange therefor, without interest thereoninterest, (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 not paid or Parent Voting Preferred Stock, 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 with a record date after the Effective Time, 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 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 Book-Entry Share or Certificate with respect to any shares of Parent Common Stock that the holder thereof has the right to be issued pursuant to receive upon the Merger shall be deemed issued surrender thereof, 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all any fractional shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any such holder pursuant to Section 2.02(e), in each case, until the holder of any unsuch Book-surrendered Entry Share or Certificate shall surrender such Book-Entry Share 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 II. Subject to the effect of applicable Laws, following Following surrender of any such Certificate (Book-Entry Share or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange thereforthereof, without interest thereoninterest, (Ai) at the time of such surrender, the dividends or in addition to all other distributions with a record date after the Effective Time theretofore payable with respect amounts to which such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment dateholder is entitled under this Article II, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective TimeTime and paid with respect to Parent Common Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent Holding Company in respect of the Parent Holding Company Common StockShares, 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 Holding Company Common Stock Shares issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Holding Company Common Shares constituting part of the Parent Common Stock issued pursuant Merger Consideration shall be paid to the Merger holder of any unsurrendered Certificates, and no cash payment in lieu of fractional shares shall be paid to any holder of any un-surrendered Certificate or Uncertificated Share such holder, until such Certificate (or affidavit of loss in lieu thereof Certificates are surrendered as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IISection. Subject to the effect of applicable Laws, following surrender of any Following such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Sharesurrender, there shall be issued and/or paid paid, without interest, to the holder of Person in whose name the whole shares of Parent Holding Company Common Stock issued in exchange therefor, without interest thereon, Shares have been registered (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole Holding Company Common Shares, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares Holding Company Common Shares, less the amount of Parent Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderany withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Series C Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Series C Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Series C Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Series C Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered unsurrendered Certificate or Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g4.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g4.2(g)) or Uncertificated Share), there shall be issued and/or paid to the holder of the whole shares of Parent Series C Common Stock issued in exchange therefor, without interest 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 Series C Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Series C Common Stock 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 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to Mercantile Common Stock issued pursuant with a record date on or after the Effective Time shall be paid to the Merger 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, 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 un-surrendered such Certificate or Uncertificated Book-Entry Share until shall have surrendered such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of escheat or other applicable LawsLaw, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the record holder of the whole shares of Parent Mercantile Common Stock issued in exchange therefor, without interest thereoninterest, 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 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common 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 StockStock represented thereby, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.1(d), until in either case, such Share has been surrendered in accordance with this Article II. Following surrender of any such Share, there shall be paid to the recordholder thereof, without interest, (i) promptly after such surrender, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect number of all whole shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued exchange therefor pursuant to the Merger shall be paid to any holder of any 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 II. Subject to the effect of applicable Laws, following surrender of together with any such Certificate (or affidavit of loss cash payable 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 whole shares a fractional share of Parent Common Stock issued in exchange therefor, without interest thereon, (Ato 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 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. The Exchange Agent, Parent or 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 Timemaking of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, but with a payment date subsequent such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to surrenderthe person in respect of which such deduction and withholding were made.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered unsurrendered Certificate or 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole shares of Parent Common Stock issued in exchange therefor, without interest 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 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 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 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, the record date for which is at or after the Effective TimeClosing Date, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Mergerpursuant to this Agreement. No dividends or other distributions so declared in respect of the such Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered 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 IISection 2.2. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, 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 issued in exchange thereforfor such Certificate, without interest thereoninterest, (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 Closing Date and a payment date on or prior to the date of surrender of such whole shares of Parent 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 with a record date at or after the Effective Time, Closing Date but with a payment date subsequent to surrender. No interest shall be payable with respect to any amounts to be paid under this Section 2.2. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Closing Date.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock issued pursuant with a record date on or after the Effective Time shall be paid to the Merger 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 2.7, until the holder of any un-surrendered such Certificate or Uncertificated Book-Entry Share until shall have surrendered such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of escheat or other applicable LawsLaw, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the record holder of the whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest thereoninterest, 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 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent Acquiror in respect of the Parent Common StockAcquiror 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 of Parent Common Stock Acquiror Shares issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Acquiror Shares constituting part of the Parent Common Stock issued pursuant Merger Consideration shall be paid to the Merger holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any holder of any un-holder, until the Certificate is surrendered Certificate or Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)3.3(h) or Uncertificated Share is surrendered for exchange in accordance with this Article IISection 3.5. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareFollowing surrender, there shall be issued and/or paid paid, without interest, to the holder of Person in whose name the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, Acquiror Shares have been registered (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid or payable on the date of surrender with respect to such whole shares Acquiror Shares, less the amount of Parent Common Stock and not paid any withholding taxes that may be required thereon, 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 with a record date after the Effective Time, Time but with prior to surrender and a payment date subsequent to surrendersurrender payable with respect to whole Acquiror Shares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made after the Effective Time with respect of the Parent to HCR Common Stock issued pursuant with a record date after the Effective Time shall be paid to the Merger holder of any unsurrendered Certificate with respect to the shares of HCR Common Stock issuable upon surrender thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (e) below until the holder of any un-surrendered Certificate or Uncertificated Share until record of 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 IIshall surrender such Certificate. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent HCR Common Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HCR Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of dividends or other distributions with respect to such whole shares of HCR Common Stock with a record date after the Effective Time and a payment date prior to their date of issuance to such holder, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent HCR Common Stock Stock. Notwithstanding anything in this Agreement to the contrary, HCR agrees that from 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 with a record date after the Effective Time, but with a payment date subsequent to surrender.Time it will treat the shares of HCR

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend ------------------------------------------------ or other distribution is declared by Parent Acquiror in respect of the Parent Common StockAcquiror 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 of Parent Common Stock Acquiror Shares issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Acquiror Shares constituting part of the Parent Common Stock issued pursuant Merger Consideration shall be paid to the Merger holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any holder of any un-holder, until the Certificate is surrendered Certificate or Uncertificated Share until such Certificate (or affidavit of loss in lieu thereof as provided in this Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article II3.4. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareFollowing surrender, there shall be issued and/or paid paid, without interest, to the holder of Person in whose name the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, Acquiror Shares have been registered (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid or payable on the date of surrender with respect to such whole shares Acquiror Shares, less the amount of Parent Common Stock and not paid any withholding taxes that may be required thereon, 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 with a record date after the Effective Time, Time but with prior to surrender and a payment date subsequent to surrendersurrender payable with respect to whole Acquiror Shares, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a dividend or other distribution is declared by Parent FNF in respect of the Parent FNF Common StockShares, 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 FNF Common Stock Shares issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to FNF Common Shares constituting part of the Parent Common Stock issued pursuant Merger Consideration shall be paid to the Merger holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any holder of any un-surrendered Certificate or Uncertificated Share such holder, until such Certificate (or affidavit of loss in lieu thereof is surrendered as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article IISection. Subject to the effect of applicable Laws, following surrender of any Following such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Sharesurrender, there shall be issued and/or paid paid, without interest, to the holder of Person in whose name the whole shares of Parent FNF Common Stock issued in exchange therefor, without interest thereon, Shares have been registered (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole FNF Common Shares, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares FNF Common Shares, less the amount of Parent Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderany withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made after the Effective Time with respect of the Parent to PPC Common Stock issued with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of PPC Common Stock which such holder is entitled to receive pursuant to the Merger terms hereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.8(e) until the holder of any un-surrendered Certificate or Uncertificated Share until record of 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 IIshall surrender such Certificate. Subject to the effect of applicable Lawslaws, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the whole certificates representing shares of Parent PPC Common Stock issued in exchange therefor, without interest thereon, (Ai) at the time of such surrender, the amount of cash payable in lieu of a fractional share of PPC Common Stock to which such holder is entitled pursuant to Section 2.8(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 PPC Common Stock and (ii) at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Certificate and a payment date subsequent to the surrender of such Certificate payable with respect to such whole shares of Parent PPC Common Stock Stock. PPC shall deposit in the Exchange Fund all such dividends 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderdistributions.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever Whenever a ------------------------------------------------ dividend or other distribution is declared by Parent in respect of the Parent Common StockShares, 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 Shares issuable in the Mergerpursuant to this Agreement. No dividends or other distributions so declared in respect of the such Parent Common Stock issued pursuant to the Merger Shares shall be paid to any holder of any un-surrendered 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 IISection 2.2. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, 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 Shares issued in exchange thereforfor such Certificate, without interest thereoninterest, (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 Shares 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 Shares with a record date at or after the Effective Time, Time but with a payment date subsequent to surrender. For purposes of dividends or other distributions in respect of Parent Common Shares, all Parent Common Shares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared or made with respect to shares of Parent Common 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 StockStock that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to SECTION 2.5 until such holder shall surrender such Certificate in accordance with SECTION 2.2. Subject to the effect of any applicable United States federal, the record date for which is after the Effective Timestate or local or any applicable foreign statute, that declaration law, rule, regulation, ordinance, code, order, judgment, decree or any other applicable requirement or rule of law (a "LAW"), following surrender of any such Certificate, there shall include dividends or other distributions in respect be paid to such holder of all shares of Parent Common Stock issuable in exchange therefor, without interest, (a) promptly after the Merger. No 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 in respect of with a record date and payment date after the Parent Common Stock issued pursuant Effective Time but prior to the Merger shall be such surrender which would have been paid to any holder of any 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 if the whole shares of Parent Common Stock had been issued in exchange therefor, without interest thereon, as of such record date and (Ab) at the time of such surrenderappropriate 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 Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of to Shares with a record date after the Parent Common Stock issued pursuant to the Merger Effective Time shall be paid to any holder of any 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole any unsurrendered Certificate or uncertificated Shares or any holder of a Restricted Share or SSAR with respect to shares of Parent Buyer Common Stock issued and/or Buyer Preferred Stock issuable upon surrender thereof, and all such dividends and other distributions shall be paid by Buyer to the Exchange Agent and shall be included in exchange thereforthe Exchange Fund, in each case until such Certificate or uncertificated Shares (as applicable) have been surrendered in accordance with this Section 2.5. Subject to Applicable Law and the provisions of this Section 2.5, following the receipt of a fully completed and duly executed Letter of Transmittal and any such Certificate, there shall be transferred or paid to the record holder thereof by the Exchange Agent, without interest thereoninterest, (Ai) at 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 Buyer Common Stock and not paid and/or Buyer Preferred 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 with a record date after the Effective Time, Time but prior to such surrender and with a payment date subsequent to surrendersuch surrender payable with respect to such shares of Buyer Common Stock and/or Buyer Preferred Stock.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to Parent Common Stock with a record date on or after the Effective Time, or that are payable to the holders of record thereof who become such on or after the Effective Time, shall be paid to the holder of any unsurrendered Certificate or Company Book-Entry Shares until such Certificate or Company Book-Entry Shares are surrendered as provided in this Article II. All such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock that are to be paid in respect of the shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as received upon surrender of the Effective Time and whenever a dividend such Certificate or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger Company Book-Entry Shares shall be paid by Parent to any holder the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of any un-surrendered such 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 Company Book-Entry Shares in accordance with this Article II. . (ii) Subject to the effect of applicable Lawsabandoned property, escheat or similar Laws and Laws with respect to the withholding of Taxes, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share, Company Book-Entry Shares there shall be issued and/or paid to the holder of the Parent Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (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 not paid the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(f) 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 with a record date after Stock. Parent 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) of the immediately preceding sentence.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of or Preferred Stock 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 of to the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable or Preferred Stock represented thereby, and no cash payment in the Merger. No dividends or other distributions in respect lieu of the fractional shares of Parent Common Stock issued pursuant to the Merger shall be paid to any such holder of any un-pursuant to Section 2.1(c), until in either case, such Share has been 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 II. Subject to the effect of applicable Laws, following Following surrender of any such Certificate (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 recordholder thereof, without interest, (i) promptly after such surrender, the number of the whole shares of Parent Common Stock issued or Preferred Stock issuable in exchange therefortherefor pursuant to this Article II, without interest thereon, (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 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 with a record date after this Agreement as having been paid to the Effective Time, but with a payment date subsequent to surrenderperson in respect of which such deduction and withholding were made.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock issued pursuant with a record date on or after the Effective Time shall be paid to the Merger 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 2.9, until the holder of any un-surrendered such Certificate or Uncertificated Book-Entry Share until shall have surrendered such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of escheat or other applicable LawsLaw, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the record holder of the whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest thereoninterest, 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 not paid to which such holder is entitled pursuant to Section 2.9 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to West Common Stock issued pursuant or West New Preferred Stock with a record date after the Effective Time shall be paid to the Merger holder of any unsurrendered certificate for shares of East Common Stock or East New Preferred Stock with respect to the shares of West Common Stock or West Series A Preferred Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to paragraph (e) of any un-surrendered Certificate or Uncertificated Share this Article until the surrender of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange certificate in accordance with this Article IIArticle. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Sharecertificate, there shall be issued and/or paid to the holder of the certificate representing whole shares of Parent West Common Stock or West New Preferred Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, surrender the amount of any cash payable in lieu of a fractional share of West Common Stock to which such holder is entitled pursuant to paragraph (e) of this Article 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 West Common Stock or West New Preferred Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent West Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderWest New Preferred Stock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared or made with respect to shares of Parent Common 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 StockStock that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 3.5 until such holder shall surrender such Certificate in accordance with Section 3.2. Subject to the effect of any applicable United States federal, the record date for which is after the Effective Timestate or local or any applicable foreign statute, that declaration law, rule, regulation, ordinance, code, order, judgment, decree, injunction, award, settlement agreement or ruling or any other applicable requirement or rule of law (a “Law”), following surrender of any such Certificate, there shall include dividends or other distributions in respect be paid to such holder of all shares of Parent Common Stock issuable in exchange therefor, without interest, (a) promptly after the Merger. No 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 3.5 and the amount of dividends or other distributions in respect of with a record date and payment date after the Parent Common Stock issued pursuant Effective Time but prior to the Merger shall be such surrender which would have been paid to any holder of any 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 if the whole shares of Parent Common Stock had been issued in exchange therefor, without interest thereon, as of such record date and (Ab) at the time of such surrenderappropriate 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 Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions declared, made or paid after the Effective Time with respect to shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of with a record date on or 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 of to the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable upon surrender of such Certificate and no cash payment in the Merger. No dividends or other distributions in respect lieu of the a fractional share of Parent Common Stock issued pursuant to the Merger shall be paid to any such holder pursuant to Section 2.2(g) until the holder of any un-surrendered Certificate or Uncertificated Share until record of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the whole certificates representing shares of Parent Common Stock issued in exchange thereforissuable as Merger Consideration, without interest thereoninterest, (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 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 but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. Dividends or other distributions with a record date on or after the Effective Time but prior to surrender of Certificates by holders thereof payable in respect of shares of Parent Common Stock and not paid and (Bheld by the Exchange Agent shall be held in trust by the Exchange Agent for the benefit of such holders of Certificates, subject to the provisions of Section 2.2(e) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time, but with a payment date subsequent to surrenderhereof.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of to Parent ADSs, or the Parent Ordinary Shares underlying such Parent ADSs, with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock issued pursuant with respect to the Merger Parent ADSs issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), until the surrender of any 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 II. Subject to the effect of applicable LawsLaw, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the holder of the Parent ADRs representing whole shares of Parent Common Stock ADSs issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional Parent ADS 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 whole shares of Parent Common Stock and not paid ADSs, 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 with a record date after the Effective Time, Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such whole Parent ADSs.

Distributions with Respect to Unexchanged Shares. All shares of Parent VeriFone Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent VeriFone in respect of the Parent VeriFone Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent VeriFone Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered unsurrendered Certificate or Uncertificated Book-Entry Share until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.2(g4.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.2(g4.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent VeriFone Common Stock issued in exchange therefor, without interest thereoninterest, (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 VeriFone Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent VeriFone Common Stock 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 declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time of Merger I and no payment in lieu of fractional shares pursuant to Section 1.5(g) will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock to be issued issuable pursuant to Section 1.5, until the Merger holder of record of such Certificate shall be deemed issued and outstanding as surrender such Certificate. Subject to applicable law, following surrender of any such Certificates, the Effective Time and whenever a dividend Exchange Agent or any other distribution is declared agent designated by Parent in respect of shall deliver to the Parent Common Stockholders thereof, without interest, (i) promptly after such surrender, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect number of all whole shares of Parent Common Stock issuable in the Merger. No dividends or other distributions exchange therefor along with payment in respect lieu of the Parent Common Stock issued fractional shares pursuant to Section 1.5(g), the Merger shall be paid to any holder number of any 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole shares of Parent Common Stock issued Contingent Value Rights issuable in exchange therefor, without interest thereon, (A) at and the time amount of any such surrender, the dividends or other distributions with a record date after the Effective Time of Merger I and theretofore payable paid with respect to such whole shares of Parent Common Stock and not paid and (Bii) at the appropriate payment date, the Table of Contents amount of dividends or other distributions with a record date after the Effective Time of Merger I and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All No dividends or other distributions with respect to Parent Common Stock with a record date after the Reverse Merger Effective Time, no Per Share Cash Consideration and no cash payment in lieu of any fractional shares of Parent Common Stock to be issued pursuant to the Merger Section 2.2(e) shall be deemed issued and outstanding as paid to the holder of any unsurrendered Certificate with respect to the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, in each case until the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any 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 shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Laws, Promptly following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder thereof, without interest, (i) the Per Share Cash Consideration, and any cash payable in lieu of the whole any fractional shares of Parent Common Stock issued in exchange therefor, without interest thereon, (Ato which such holder is entitled pursuant to Section 2.2(e) at and the time amount 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 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 with a record date after the Reverse Merger Effective TimeTime and paid with respect to Parent Common Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Reverse Merger Effective Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any 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 II. Subject to the effect of applicable Laws, following surrender of any such Certificate (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 whole shares of Parent Common Stock issued in exchange therefor, without interest 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 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 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 to be issued pursuant to the Merger shall be deemed issued represented thereby, 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any such holder pursuant to Section 2.2(e) until the holder of any un-surrendered Certificate or Uncertificated Share until record of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange shall surrender such Certificate in accordance with this Article ARTICLE II. Subject to the effect of applicable Lawsescheat or similar laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (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 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and not paid and (B) at Stock, less the appropriate payment date, the dividends or other distributions payable with respect to such whole shares amount of Parent Common Stock with a record date after the Effective Time, but with a payment date subsequent to surrenderany withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. Voting. (i) All shares of Parent Common Stock to be issued pursuant to the ------ Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by the Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered 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 IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (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 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 with a record date after the Effective Time, Time but with a payment date subsequent to surrender. (ii) Holders of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of Parent stockholders the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their 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 First Effective Time will be paid to the holder of any unsurrendered Certificate or uncanceled Book-Entry Share with respect to any shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued represented thereby, 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all fractional shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger shall will be paid to any such holder pursuant to Section 2.3(e), in each case until the surrender or cancelation of any un-surrendered such Certificate or Uncertificated Book-Entry 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 II. Subject to the effect of applicable LawsLaw, following surrender or cancelation of any such Certificate (or affidavit of loss Book-Entry Share in lieu thereof as provided in Section 2.2(g)) or Uncertificated Shareaccordance with this Article II, there shall will be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrendersurrender or cancelation, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and the amount of dividends or other distributions with a record date after the First Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock 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 with a record date after the First Effective Time, Time but with prior to such surrender or cancelation and a payment date subsequent to surrendersuch surrender or cancelation payable with respect to such shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include No dividends or other distributions in with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of all any Certificate or Book-Entry Shares formerly representing Company Common Stock with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in the Merger. No dividends or other distributions in respect lieu of the Parent Common Stock issued pursuant to the Merger fractional shares shall be paid to any such holder pursuant to Section 2.8, until the surrender of any un-surrendered such 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 Book-Entry Shares in accordance with this Article II. Subject to the effect of applicable LawsLaw, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareBook-Entry Shares, there shall be issued and/or paid to the holder of the Certificate or Book-Entry Shares representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, 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 2.8 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared, made or paid after the Effective Time with respect of to HoldCo Ordinary Shares with a record date on or after the Parent Common Stock issued pursuant 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 lieu of 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 un-surrendered Certificate or Uncertificated Share until record of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the whole shares of Parent Common Stock certificates representing the HoldCo ADRs which represent HoldCo ADSs and Merger Ordinary Shares issued in exchange therefor, without interest thereoninterest, (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 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 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 to be issued pursuant to the Merger shall be deemed issued and outstanding as of No dividends or ------------------------------------------------ other distributions declared, made or paid after the Effective Time and whenever with respect to Parent Ordinary Shares with a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is on 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 of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of to the Parent Common Stock issued pursuant to the Merger ADSs represented thereby and no cash payment in lieu of fractional Parent ADSs shall be paid to any such holder pursuant to Section 2.2(f) until the -------------- holder of any un-surrendered Certificate or Uncertificated Share until record of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 2.2. ----------- Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the whole shares of Parent Common Stock ADRs which represent Parent ADSs issued in exchange therefor, without interest thereoninterest, (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 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 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 with a record date on or after the Effective Time, Time but with a payment date subsequent prior to surrendersurrender of Certificates by holders thereof payable in respect of 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 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 First Avenue in respect of the Parent First Avenue Common StockShares, 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 First Avenue Common Stock issuable in the MergerShares payable as Merger Consideration pursuant to this Agreement. No dividends or other distributions so declared in respect of the Parent such First Avenue Common Stock issued pursuant to the Merger Shares shall be paid to any holder of any un-surrendered 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 IISection 2.2. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid or paid, less the amount of any withholding Taxes that may be required to be deducted therefrom, to the holder of the certificates representing whole shares of Parent First Avenue Common Stock Shares issued in exchange thereforfor such Certificate, without interest thereoninterest, (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 Certificate and not previously paid to such whole shares of Parent Common Stock and not paid holder and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent First Avenue Common Stock Shares with a record date at or after the Effective Time, 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(b). For purposes of dividends or other distributions in respect of First Avenue Common Shares, all First Avenue Common Shares payable as Merger Consideration pursuant to the Merger shall be issued and outstanding as of the Effective Time.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made after the Effective Time with respect of the Parent to Surviving Corporation Common Stock issued pursuant or Surviving Corporation Preferred Stock with a record date after the Effective Time shall be paid to the Merger holder of any unsurrendered Certificate with respect to the shares of Surviving Corporation Common Stock or Surviving Corporation Preferred Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any holder of any un-surrendered Certificate or Uncertificated Share unsurrendered certificate with respect to the shares of Surviving Corporation Common Stock represented thereby pursuant to subsection (e) below until the holder of record of 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 IIshall surrender such Certificate. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Surviving Corporation Common Stock or Surviving Corporation Preferred Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Surviving Corporation 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 Surviving Corporation Common Stock or Surviving Corporation 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Surviving Corporation Common Stock and not paid and (B) at or Surviving Corporation Preferred Stock, as the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock 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 shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made with respect of the Parent to Chase Common Stock issued pursuant or Chase Merger Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Xxxxxx Certificate with respect to the shares of Chase Common Stock or Chase Merger Preferred Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), until the holder of any un-surrendered such Xxxxxx Certificate or Uncertificated Share until shall surrender 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 IIXxxxxx Certificate. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareXxxxxx Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Chase Common Stock or Chase Merger Preferred Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or as promptly after the sale, if applicable, of the Excess Shares (as defined in Section 2.2(e)) as practicable, the amount of any cash payable with respect to a fractional share of Chase 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 (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Chase Common Stock and not paid or Chase Merger Preferred Stock, 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Chase Common Stock with a record date after the Effective Time, but with a payment date subsequent to surrenderor Chase Merger Preferred Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common 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 StockOrdinary 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 of Parent Common Stock Ordinary Shares issuable in the Merger. No pursuant to this Agreement; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to the Merger Ordinary Shares shall be paid to any the holder of any un-surrendered unexchanged Certificate or Uncertificated Share Book-Entry Shares until the holder of such Certificate (or affidavit of loss in lieu thereof Book-Entry Shares, as provided in Section 2.2(g)) applicable, shall exchange such Certificate or Uncertificated Share is surrendered for exchange Book-Entry Share, respectively, in accordance with this Article II. Subject to the effect of applicable Laws, following surrender exchange of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued Ordinary Shares issuable in exchange therefor, without interest thereoninterest, (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 not paid Ordinary Shares, 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 with a record date after the Effective Time, 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 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, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the to Parent Common Stock issued pursuant to with a record date after the Effective Time of the Merger shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated Share with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(f), until the surrender of 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 II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid distributed to any such holder (i) the holder of the certificate or certificates representing whole shares of Parent Common Stock issued in exchange therefortherefor without interest, without interest thereonless the Escrow Shares (as defined in Article IX) attributable to such holder if the escrow still exists, (Aii) such holder’s pro rata share of the Cash Consideration less the portion of the cash escrow applicable thereto in accordance with Section 2.02(i) if the escrow still exists, (iii) 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(f) and the amount of any dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Common Stock, and (iv) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in declared or made with respect of the Parent to Chase Common Stock issued pursuant or Chase Merger Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Morgxx Xxxtificate with respect to the shares of Chase Common Stock or Chase Merger Preferred Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), until the holder of any 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 IIMorgxx Xxxtificate shall surrender such Morgxx Xxxtificate. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareMorgxx Xxxtificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Chase Common Stock or Chase Merger Preferred Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or as promptly after the sale, if applicable, of the Excess Shares (as defined in Section 2.2(e)) as practicable, the amount of any cash payable with respect to a fractional share of Chase 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 (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Chase Common Stock and not paid or Chase Merger Preferred Stock, 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Chase Common Stock with a record date after the Effective Time, but with a payment date subsequent to surrenderor Chase Merger Preferred Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the to Parent Common Stock issued pursuant to with a record date after the Effective Time of the Merger shall be paid to any the holder of any un-surrendered unsurrendered Certificate or Uncertificated Share with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.7(e) until the surrender of 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 II. I. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated ShareCertificate, there shall be issued and/or paid to the holder of the certificate representing the whole shares of Parent Common Stock issued in exchange therefor, therefor without interest thereoninterest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of any dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time of the Merger and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date on or after the Effective Time, or that are payable to the holders of record thereof who become such on or after the Effective Time, shall be paid to the holder of any unsurrendered 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 issued pursuant to the Merger shall be deemed issued and outstanding as received upon surrender of the Effective Time and whenever a dividend Company Certificate or other distribution is declared by Parent in respect upon receipt of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect such letter of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Merger transmittal shall be paid by Parent to any holder the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of any un-surrendered such Company Certificate or Uncertificated Share until receipt of such Certificate (or affidavit letter of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange transmittal in accordance with this Article II. 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 (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share, certificate there shall be issued and/or paid to the holder of the Parent Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (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 not paid 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 2.8 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock issued pursuant with a record date on or after the Effective Time will be paid to the Merger shall 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 any un-surrendered such Certificate or Uncertificated Book-Entry Share until will have surrendered such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of escheat or other applicable LawsLaw, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall will be issued and/or paid to the record holder of the whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest thereoninterest, 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 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect to shares of the Parent Common Stock, Parent Series A Preferred Stock issued pursuant to or Parent Series B Preferred Stock with a record date after the Merger Effective Time shall be paid to any the holder of any un-surrendered Certificate or Uncertificated unsurrendered 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 (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is has been surrendered for exchange in accordance with this Article IIIII. Subject to the effect of escheat, Tax or other applicable Laws, following surrender of any such Certificate (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 recordholder thereof, without interest, (i) promptly after such surrender, in the case of the Common Shares that number of whole shares of Parent Common Stock issued and Parent Series A Preferred Stock, or in the case of Preferred Shares that number of whole shares of Parent Series B Preferred Stock, in exchange therefortherefor pursuant to this Article III, without interest thereon, (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 not paid Parent Series B Preferred 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 with a record date after the Effective Time, but with Time 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 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 Fidelity in respect of the Parent Fidelity Common StockShares, 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 Fidelity Common Stock Shares issuable in the Mergerpursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Fidelity Common Shares constituting part of the Parent Common Stock issued pursuant Merger Consideration shall be paid to the Merger holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any holder of any un-surrendered Certificate or Uncertificated Share such holder, until such Certificate (or affidavit of loss in lieu thereof is surrendered as provided in this Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article II3.3. Subject to the effect of applicable Laws, following surrender of any Following such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Sharesurrender, there shall be issued and/or paid paid, without interest, to the holder of Person in whose name the whole shares of Parent Fidelity Common Stock issued in exchange therefor, without interest thereon, Shares have been registered (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole Fidelity Common Shares, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares Fidelity Common Shares, less the amount of Parent Common Stock 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderany withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in with respect of the Parent to Purchaser Common Stock issued pursuant with a record date on or after the Effective Time shall be paid to the Merger 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 2.9, until the holder of any un-surrendered such Certificate or Uncertificated Book-Entry Share until shall have surrendered such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of escheat or other applicable LawsLaw, following the surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Book-Entry Share, there shall be issued and/or paid to the record holder of the whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest thereoninterest, 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 not paid to which such holder is entitled pursuant to Section 2.9, 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 with a record date after the Effective Time, but with a payment date subsequent to surrenderStock.