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

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of shares of Holdco Common Stock shall be paid to any holder of any un-surrendered Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to applicable Law, following such surrender, there shall be issued or paid to the holder of record of the whole shares of Holdco Common Stock issued in exchange for Eligible Shares in accordance with this Article III, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Gulf Effective Time theretofore payable with respect to such whole shares of Holdco Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Holdco Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrender.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in or made after the date hereof with respect of the Holdco to VeraSun Common Stock, the Stock with a record date for which is at or after the Gulf Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares of VeraSun Common Stock issuable pursuant to this Agreement. No Any dividends or other distributions in with respect to VeraSun 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 Holdco VeraSun Common Stock represented thereby, and any cash payment in lieu of fractional shares of VeraSun Common Stock shall be paid to any such holder pursuant to Section 2.02(e) only upon the surrender of such Certificate by the holder of any un-surrendered record of such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Lawescheat or similar laws, following surrender of any such surrender, Certificate there shall be issued or paid to the holder of record of the certificate representing whole shares of Holdco VeraSun Common Stock Stock, issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco VeraSun Common Stock and not paid the amount of any cash payable in lieu of a fractional share of VeraSun Common Stock to which such holder is entitled pursuant to Section 2.02(e) 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Holdco VeraSun Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Parent Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) Merger shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Parent Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No Subject to Section 4.5, no dividends or other distributions in respect of shares of Holdco Parent Common Stock shall be paid to any holder of with respect to any un-surrendered unsurrendered Certificate until the Certificate (or affidavit satisfaction of loss the conditions provided in Section 4.7 in lieu of a Certificate as provided in Section 3.7Certificate) is surrendered for exchange in accordance with this Article IIIARTICLE IV. Subject to applicable Law, following such surrender, there shall be issued dividends or paid distributions with respect to the holder of record of the whole shares of Holdco Parent Common Stock issued in exchange for Eligible Shares in accordance with this Article IIIARTICLE IV shall be paid to the holders of record of such Eligible Shares, without interest, (ia) at promptly after the time of such surrender, the surrender for any dividends or other distributions with a record date after the Gulf Effective Time theretofore payable with respect but a payment date prior to such whole shares of Holdco Common Stock and not paid surrender and (iib) at the appropriate payment date, the date for any dividends or other distributions payable with respect to such whole shares of Holdco Parent Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrender.

Distributions with Respect to Unsurrendered Certificates. All shares From and after the Effective Time and until surrendered in accordance with the provisions of Holdco Common Stock this Article II, each Certificate (other than Certificates for Shares to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued cancelled pursuant to Section 2.5(b) or Section 2.5(d2.1(b)) shall be deemed issued and outstanding as of represent for all purposes solely the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent right to receive in respect of accordance with the Holdco Common Stockterms hereof, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this AgreementMerger Consideration. No dividends or other distributions in declared or made with respect of to shares of Holdco Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate representing Shares of Company Common Stock with respect to the shares of Parent Common Stock 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 of any un-surrendered pursuant to Section 2.7 until such holder shall surrender such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article IIISection 2.4. Subject to the effect of applicable LawLaws (as defined in Section 3.9), following surrender of any such surrenderCertificate, there shall be issued or paid to the such holder of record of the whole shares of Holdco Parent Common Stock issued issuable in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) 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 2.7 and the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco Parent Common Stock and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Holdco Common Stock with a record date after the Gulf Effective Time and but prior to surrender, but with such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Parent Common Stock.

Distributions with Respect to Unsurrendered Certificates. All shares From and after the Effective Time and until surrendered in accordance with the provisions of Holdco Common Stock this Article II, each Certificate (other than Certificates for Shares to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued cancelled pursuant to Section 2.5(b) or Section 2.5(d2.1(b)) shall be deemed issued and outstanding as of represent for all purposes solely the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent right to receive, in respect of accordance with the Holdco Common Stockterms hereof, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this AgreementMerger Consideration. No dividends or other distributions in declared or made with respect of to shares of Holdco Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate representing Shares of Company Common Stock with respect to the shares of Parent Common Stock 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 of any un-surrendered pursuant to Section 2.7 until such holder shall surrender such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article IIISection 2.4. Subject to the effect of applicable LawLaws (as defined in Section 3.9), following surrender of any such surrenderCertificate, there shall be issued or paid to the such holder of record of the whole shares of Holdco Parent Common Stock issued issuable in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (ia) at the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7, to be paid promptly after the time of such surrender, the dividends or other distributions with a record date after the Gulf Effective Time theretofore payable and (b) with respect to such whole shares of Holdco Common Stock and not paid and (ii) at the appropriate payment date, the any dividends or other distributions payable with respect to such whole number of shares of Holdco Common Stock with a record date after the Gulf Effective Time Time, the amount of such dividends or other distributions to be paid promptly after the later of (x) the time of such surrender and prior to surrender, but with a (y) the payment date subsequent to surrenderfor such dividends or other distributions.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Holdco 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(e), and all such dividends, other distributions and cash in lieu ------- of fractional shares of Parent Common Stock shall be paid by Parent to any holder of any un-surrendered Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to applicable Law, following such surrender, there Exchange Agent and shall be issued or paid to included in the Exchange Fund, in each case until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the whole shares effect of Holdco Common Stock issued in exchange for Eligible Shares in accordance with this Article IIIapplicable escheat and unclaimed property laws, following surrender of any such Company Certificate, there shall be paid to the record holder of such Company Certificate, 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 2.02(e) and the amount of dividends or other distributions with --------------- a record date after the Gulf Effective Time theretofore previously paid or payable with respect to such the whole shares of Holdco Parent Common Stock and not paid into which the shares of Company Common Stock previously represented by such Company Certificate were converted, 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 the surrender of such Company Certificate and a payment date subsequent to the surrender of such Company Certificate payable with respect to such whole shares of Holdco Parent Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Parent Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) Merger shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Parent Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No Subject to Section 4.5, no dividends or other distributions in respect of shares of Holdco Parent Common Stock shall be paid to any holder of with respect to any un-surrendered unsurrendered Certificate until the Certificate (or affidavit satisfaction of loss the conditions provided in Section 4.7 in lieu of a Certificate as provided in Section 3.7Certificate) is surrendered for exchange in accordance with this Article IIIIV. Subject to applicable Law, following such surrender, there shall be issued dividends or paid distributions with respect to the holder Parent Common Stock that the holders of record of Eligible Units have the whole shares of Holdco Common Stock issued in exchange for Eligible Shares right to receive in accordance with this Article IIIIV shall be paid to the holders of record of such Eligible Units, without interest, (ia) at promptly after the time of such surrender, the surrender for any dividends or other distributions with a record date after the Gulf Effective Time theretofore payable with respect but a payment date prior to such whole shares of Holdco Common Stock and not paid surrender and (iib) at the appropriate payment date, the date for any dividends or other distributions payable with respect to such whole shares of Holdco Parent Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrender.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in declared or made with respect of to shares of Holdco NPI 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 NPI Common Stock that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of NPI Common Stock shall be paid to any such holder of any un-surrendered pursuant to Section 2.7 until such holder shall surrender such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article IIISection 2.4. Subject to the effect of applicable LawLaws (as hereinafter defined), following surrender of any such surrenderCertificate, there shall be issued or paid to the such holder of record of the whole shares of Holdco NPI Common Stock issued issuable in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of NPI Common Stock to which such holder is entitled pursuant to Section 2.7 and the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco NPI Common Stock and not paid Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Holdco Common Stock with a record date after the Gulf Effective Time and but prior to surrender, but with such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of NPI Common Stock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in or made after the date hereof with respect of the Holdco to Aemetis Common Stock, the Stock with a record date for which is at or after the Gulf Effective Time, that such declaration shall include dividends a dividend or other distributions distribution in respect of all shares of Aemetis Common Stock issuable pursuant to this Agreement. No Any dividends or other distributions in with respect to Aemetis 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 Holdco Aemetis Common Stock represented thereby, and any cash payment in lieu of fractional shares of Aemetis Common Stock shall be paid to any such holder pursuant to Section 3.6 only upon the surrender of such Certificate by the holder of any un-surrendered record of such Certificate until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to the effect of applicable Lawescheat or similar laws, following surrender of any such surrender, Certificate there shall be issued or paid to the holder of record of the certificate representing whole shares of Holdco Aemetis Common Stock Stock, issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco Aemetis Common Stock and not paid the amount of any cash payable in lieu of a fractional share of Aemetis Common Stock to which such holder is entitled pursuant to Section 3.6 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Holdco Aemetis Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Amalco Shares, Class A Shares or New AuRico Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding AuRico Shares or Alamos Shares, and no cash payment in respect lieu of fractional shares of Holdco Common Stock shall be paid to any such holder pursuant to Section 4.3, unless and until the holder of any un-surrendered Certificate until the Certificate (or affidavit record of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange such certificate shall surrender such certificate in accordance with this Article IIISection 4.1. Subject to applicable Law, following at the time of such surrendersurrender of any such certificate, there shall be issued or paid to the holder of record of the certificates representing whole shares of Holdco Common Stock issued in exchange for Eligible AuRico Shares in accordance with this Article IIIor Alamos Shares, without interest, (i) at the time amount of any cash payable in lieu of a fractional share to which such surrenderholder is entitled pursuant to Section 4.3, (ii) the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore paid with respect to such whole Amalco Share, Class A Share or New AuRico Share and (iii) on 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 Holdco Common Stock and not paid and (ii) at Amalco Share, Class A Share or New AuRico Share as the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Holdco Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrendercase may be.

Distributions with Respect to Unsurrendered Certificates. All shares of Holdco Common Stock to be issued pursuant to the Mergers (including any shares of Holdco Common Stock issued pursuant to Section 2.5(b) or Section 2.5(d)) shall be deemed issued and outstanding as of the Gulf Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Holdco Common Stock, the record date for which is at or after the Gulf Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in declared or made after the Effective Time with respect to Acquiror 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 Holdco Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder of any un-surrendered Certificate pursuant to Section 1.2, until the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) is surrendered for exchange in accordance with this Article III. Subject to applicable Law, following such surrender, there shall be issued or paid to the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Holdco Acquiror Common Stock issued in exchange for Eligible Shares in accordance with this Article IIItherefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such holder is entitled pursuant to Section 1.2 and the Certificate of Merger and the amount of dividends or other distributions with a record date after the Gulf Effective Time theretofore payable paid with respect to such whole shares of Holdco Acquiror Common Stock and not paid 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 Holdco Acquiror Common Stock with a record date after the Gulf Effective Time and prior to surrender, but with a payment date subsequent to surrenderStock.