Common use of Distributions with Respect to Unsurrendered Certificates Clause in Contracts

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate 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 2.2(d) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest: (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock ADSs (or underlying Parent Ordinary Shares) with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby ADSs the holder thereof is entitled to receive upon surrender thereof, and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 2.2(d) or the Plan of Merger 2.04(f), until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock ADSs issued in exchange therefor, without interest: , (i) at the time of such surrenderpromptly, the amount of any cash payable in lieu of with respect to a fractional share of Parent Common Stock ADS to which such holder is entitled pursuant to Section 2.2(d2.04(f) and the Plan of Merger and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock; ADSs, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender occurring after surrender, payable with respect to such whole Parent ADSs. After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.04, be deemed for all purposes to evidence ownership of the number of shares of Parent ADSs into which the shares of Company Common StockStock (which, prior to the Effective Time, were represented thereby) shall have been so converted.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent 3Dfx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent 3Dfx Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(d2.1(f) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect effect, if any, of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent 3Dfx Common Stock issued in exchange therefor, without interest: , (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent 3Dfx Common Stock to which such holder is entitled pursuant to Section 2.2(d2.1(f) and the Plan of Merger 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 3Dfx Common Stock; Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent 3Dfx Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby the holder thereof is entitled to receive upon surrender thereof, no cash payment and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 2.2(d) or the Plan of Merger 3.2(e), until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest: , (i) at the time of such surrenderpromptly, the amount of any cash payable in lieu of a with respect to fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d3.2(e) and the Plan of Merger and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock; , and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender occurring after surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares or Cash Consideration shall be paid to any such holder pursuant to Section 2.2(d) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest: (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby 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 4 12 pursuant to Section 2.2(d) or the Plan of Merger 2.7 until the such holder of record of such Old Certificate shall surrender such Old CertificateCertificate in accordance with Section 2.4. Subject to the effect of applicable lawsLaws, following surrender of any such Old Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest: , (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 2.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock; , and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Preferred Stock with a record date after the Effective Time shall may be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Preferred Stock represented thereby that such Holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Preferred Stock shall be paid to any such holder Holder pursuant to Section 2.2(d) or the Plan of Merger 2.7 until the holder of record of Holder has surrendered such Old Certificate shall surrender such Old Certificatein accordance with Section 2.4. Subject to the effect of applicable laws, following surrender of any such Old Certificate, there shall will be paid to the record holder such Holder of the certificates representing whole shares of Parent Common Preferred Stock issued issuable in exchange therefor, without interest: , (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Preferred Stock to which such holder Holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 2.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Preferred Stock; , if any, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Preferred Stock, if any.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent shares of IOI Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent IOI Common Stock represented thereby that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of IOI Common Stock shall be paid to any such holder pursuant to Section 2.2(d) or the Plan of Merger 2.7 until the such holder of record of such Old Certificate shall surrender such Old CertificateCertificate in accordance with Section 2.4. Subject to the effect of applicable lawsLaws, following surrender of any such Old Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent IOI Common Stock issued issuable in exchange therefor, without interest: , (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent IOI Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 2.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent IOI Common Stock; , and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent IOI Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby 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 2.2(d) or the Plan of Merger 2.8, until the such holder of record of such Old Certificate shall surrender such Old CertificateCertificate in accordance with Section 2.5. Subject to the effect of applicable lawsLaws, following surrender of any such Old Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest: , (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 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 (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to surrender such surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent TriZetto Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent TriZetto Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(d) or the Plan of Merger 1.4 until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent TriZetto Common Stock issued in exchange therefor, without interest: , (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent TriZetto Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 1.4 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 TriZetto Common Stock; Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent TriZetto Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time Date with respect to Parent Common Stock with a record date after the Effective Time Date shall be paid to the holder of any unsurrendered Old Certificate 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 2.2(d) or the Plan of Merger until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest: (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger and the amount of dividends or other distributions with a record date after the Effective Time Date 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 Date but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Parent Seagate Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Seagate Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(d2.2(e) or the Plan of Merger Agreement until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect effect, if any, of applicable laws, following surrender of any such Old Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Seagate Common Stock issued in exchange therefor, without interest: , (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Seagate Common Stock to which such holder is entitled pursuant to Section 2.2(d2.2(e) and the Plan of Merger Agreement 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 Seagate Common Stock; Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Seagate Common Stock.

Distributions with Respect to Unsurrendered Certificates. No -------------------------------------------------------- dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of Parent Common Stock represented thereby 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 2.2(d) or the Plan of Merger 2.7 until the such holder of record of such Old Certificate shall surrender such Old CertificateCertificate in accordance with Section 2.4. Subject to the effect of applicable lawsLaws, following surrender of any such Old Certificate, there shall be paid to the record such holder of the certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest: , (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the Plan of Merger 2.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock; , and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to surrender such surrender, payable with respect to such whole shares of Parent Common Stock.