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

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend or other distribution declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.9), there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, 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 Class A Common Stock, less the amount of any withholding taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws Law (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the Parent Common Stock represented thereby by reason of the conversion of shares of Company Common Stock pursuant to Section 2.3 and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder until the holder shall surrender such Certificate as provided is surrendered or deemed surrendered in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforpaid, without interest, to the person in whose name the shares of Parent Common Stock representing such shares are registered (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore any cash payable with respect to which such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, holder is entitled pursuant to this Section 2.8 and (ii) at the appropriate payment date subsequent to surrender of such Certificateor as promptly as practicable thereafter, the proportionate amount of dividends or other distributions distributions, with (x) a record date with respect thereto after the Effective Time Time, but prior to surrender such surrender, and (y) a payment date subsequent to surrender such surrender, payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Anadarko Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.93.11), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Anadarko Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Anadarko Common Stock Shares and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Anadarko Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time Date with respect to any shares of Parent Class A Common Stock and having a record date after the Effective Time Date shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.2. Subject to the effect of Applicable Laws (as defined in Section 3.9)Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore Date theretofor payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time Date but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Cardinal Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.93.10), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Cardinal Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Cardinal Common Stock Shares and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Cardinal Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws applicable Law: (as defined i) at the time of the surrender of a Company Certificate for exchange in accordance with the provisions of this Section 3.9)2.6, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore payable paid with respect to such the number of whole shares of Parent Class A Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes Taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrender of such Certificatethe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Class A Common Stock, Stock that such holder receives (less the amount of any withholding taxes Taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.31.7. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable Legal Requirements, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder, until the such holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.9)Laws, following surrender of a Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes Taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Common Stock, less the amount of any withholding taxes Taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws applicable Law: (as defined i) at the time of the surrender of a Company Certificate for exchange in accordance with the provisions of this Section 3.9)2.5, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore payable paid with respect to such the number of whole shares of Parent Class A Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes Taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrender of such Certificatethe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Class A Common Stock, Stock that such holder receives (less the amount of any withholding taxes Taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws applicable laws: (as defined i) at the time of the surrender of a Company Certificate for exchange in accordance with the provisions of this Section 3.9)2.6, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) theretofore payable paid with respect to such the number of whole shares of Parent Class A Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrender of such Certificatethe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Class A Common Stock, Stock that such holder receives (less the amount of any withholding taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Purchaser Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.4. Subject to the effect of Applicable Laws (as defined in Section 3.94.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Purchaser Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Purchaser Common Stock Shares and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Purchaser Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A USF Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.93.10), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A USF Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A USF Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A USF Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares Fractional Shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.33.3. Subject to the effect of Applicable Laws (as defined in Section 3.9)Laws, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, 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 Class A Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Patriot Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.4. Subject to the effect of all applicable constitutions, laws, statutes, treaties, orders, rules, regulations, ordinances, notices, approvals, policies or guidelines promulgated, or judgments, decisions, decrees, or orders of any Governmental Authority (collectively, “Applicable Laws (as defined in Section 3.9Laws”), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Patriot Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Patriot Common Stock Shares and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Patriot Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this AgreementAgree- ment, no dividend dividends or other distribution distributions declared or made after af- ter the Effective Time with respect to any shares of Parent Class A Cardinal Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment pay- ment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Appli- cable Laws (as defined in Section 3.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Cardinal Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Cardinal Common Stock Shares and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Cardinal Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding ------------------------------------------------ any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.94.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A on Purchaser Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares Purchaser Series A Preferred Stock shall be paid to any Person holding an Old Certificate evidencing Target Shares until such holder, until the holder shall surrender such Old Certificate is surrendered for exchange as provided in this Section 2.3herein. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Old Certificate by any holder thereof, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforsuch surrendered Old Certificate, without interest, interest (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions declared and made with a record date after the Effective Time which theretofore became payable with respect to such whole shares of Parent Class A the Purchaser Common Stock or Purchaser Series A Preferred Stock, as applicable, represented thereby and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such surrender and a payment date subsequent to the time of such surrender payable with respect to such whole shares of Parent Class the Purchaser Common Stock or Purchaser Series A Common Preferred Stock, as applicable, represented thereby, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.3(f). Subject to the effect of Applicable Laws all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Authority (as defined in Section 3.9) (collectively, "Applicable Law"), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Common Stock, less the amount of any withholding taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws applicable Law: (as defined i) at the time of the surrender of a Company Certificate for exchange in accordance with the provisions of this Section 3.9)2.6, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore payable paid with respect to such the number of whole shares of Parent Class A Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent and without duplicating any payment made under clause (i) above, there shall be paid to surrender of such Certificatethe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Class A Common Stock, Stock that such holder receives (less the amount of any withholding taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Voting -------------------------------------------------------- Rights ------. Notwithstanding any other provision of this Agreement, no dividend dividends or other distribution declared or made after the Effective Time with respect to any distributions on shares of Parent Class A ATI Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any person holding an unexchanged Certificate representing the right to receive shares of ATI Common Stock with respect to such holder, shares of ATI Common Stock nor shall any such shares of ATI Common Stock be deemed to be outstanding and represent the right to vote or give or express consent for any purpose until the holder shall surrender such Certificate is surrendered for exchange as provided in this Section 2.3herein. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A ATI Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A ATI Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender thereof and a payment date subsequent to surrender thereof payable with respect to such whole shares of Parent Class A ATI Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Cardinal Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.94.9), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Cardinal Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Cardinal Common Stock Shares and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A Cardinal Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Prize Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws applicable laws: (as defined i) at the time of the surrender of a Prize Certificate for exchange in accordance with the provisions of this Section 3.9)2.5, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) theretofore payable paid with respect to such the number of whole shares of Parent Class A Common Stock and not paid, that such holder is entitled to receive (less the amount of any withholding taxes that may be required thereon, with respect thereto); and (ii) at the appropriate payment date subsequent date, and, without duplicating any payment made under clause (i) above, there shall be paid to surrender of such Certificatethe surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date subsequent to surrender surrender) payable with respect to such the number of whole shares of Parent Class A Common Stock, Stock that such holder receives (less the amount of any withholding taxes that may be required thereonwith respect thereto).

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no Whenever a dividend or other distribution is declared by Parent in respect of the Parent Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Parent Shares issuable pursuant to this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to any shares Parent Shares constituting part of Parent Class A Common Stock having a record date after the Effective Time Merger Consideration shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, Certificate until the holder shall surrender such Certificate is surrendered as provided in this Section 2.31.9. Subject to the effect of Applicable Laws (as defined in Section 3.9)Following such surrender, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforpaid, without interest, to the person in whose name the Parent Shares have been registered (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole shares of Parent Class A Common Stock and not paidShares, less LESS the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 of Parent Class A Common StockShares, less LESS the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this AgreementWith respect to Stock Election Shares and Non-Election Shares entitled to receive Parent Common Stock, no dividend dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate for Shares with respect to the Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares Shares shall be paid to any such holder, holder pursuant to the provisions of Section 1.9(e) until the holder shall surrender of such Certificate as provided in accordance with the provisions of this Section 2.31.9. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid (i) issued to the holder of the certificates a certificate representing whole shares of Parent Class A Common Stock issued and (ii) paid in exchange thereforconnection therewith to holder, without interest, (iA) at the time amount of surrender any cash payable in lieu of a fractional share to which such Certificateholder is entitled pursuant to the provisions of Section 1.9(e), (B) 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 Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (iiC) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to before such surrender and a payment date subsequent to after such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 2.1(e) hereof, until the holder shall surrender such Certificate as provided has been surrendered in accordance with this Section 2.3Article II. Subject to the effect applicable Law, following surrender of Applicable Laws (as defined in Section 3.9)any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) promptly after such surrender, the number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the time of surrender of such Certificateappropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, 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 such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes Taxes (as defined in Section 3.10(g)) that may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision the last sentence of this AgreementSection 1.2 above, no dividend amount in respect of dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Surviving Corporation Common Stock having with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of the Surviving Corporation Common Stock the holder thereof is entitled to receive in respect thereof and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 1.9 below until the holder of record of such Certificate shall surrender such Certificate as provided to the Surviving Corporation in this Section 2.3accordance herewith. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Surviving Corporation Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of fractional shares of Surviving Corporation Common Stock to which such Certificate, holder is entitled pursuant to Section 1.9 below and (ii) an amount equal to the amount of dividends or other distributions with a record date on or after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent prior to the surrender payable with respect to of such whole shares of Parent Class A Common StockCertificate(s), less the amount of any withholding taxes that may be required thereonin each case without interest.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A SYS Common Stock Shares having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, no cash payment as part of the Merger Consideration and no Merger Consideration or cash payment of interest or in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate (or affidavit) as provided in this Section 2.32.5. Subject to the effect of all applicable constitutions, laws, statutes, treaties, orders, rules, regulations, ordinances, notices, approvals, policies or guidelines promulgated, or judgments, decisions, decrees, or orders of any Governmental Authority (collectively, “Applicable Laws (as defined in Section 3.9Laws”), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock Merger Consideration issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A SYS Common Stock Shares and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A SYS Common StockShares, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Xxxxxx Class A B Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.32.2. Subject to the effect of Applicable Laws Law (as defined in Section 3.9herein), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Xxxxxx Class A B Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of promptly following such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Xxxxxx Class A B Common Stock and not paid, less the amount of any withholding taxes that which may be required thereonthereon pursuant to Section 2.4(c) below, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Xxxxxx Class A B Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A SYS Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate (or affidavit) as provided in this Section 2.32.4(a). Subject to the effect of Applicable Laws all applicable constitutions, laws, statutes, treaties, orders, rules, regulations, ordinances, notices, approvals, policies or guidelines promulgated, or judgments, decisions, decrees, or orders of any Governmental Authority (as defined in Section 3.9below) (collectively, “Applicable Laws”), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock Merger Consideration issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A SYS Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 Class A SYS Common Stock, less the amount of any withholding taxes that which may be required thereon.

Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.9), there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, 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 Class A Common Stock, less the amount of any withholding taxes that which may be required thereon.