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 Buyer 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 Buyer Common Stock 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 2.1(f), until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable laws, following surrender of any such Certificate, there shall be paid to the holder of Certificates representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.1(f) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Buyer 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 occurring after surrender, payable with respect to such whole shares of Buyer Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Common Stock shall, until surrendered for exchange in accordance with this Section 2.2, be deemed for all purposes to evidence ownership of the number of shares of Buyer Common Stock and cash into which the shares of Players Common Stock (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 Buyer Common Stock Parent ADSs (or underlying Parent Ordinary Shares) with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Common Stock Parent 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 2.1(f)2.05, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable laws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Common Stock Parent ADSs issued in exchange therefor, without interest, , (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Common Stock Parent ADS to which such holder is entitled pursuant to Section 2.1(f) 2.05 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 Buyer Common StockParent ADSs, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Buyer Common StockParent ADSs. After the Effective Time, each outstanding Certificate which theretofore therefore represented shares of Players Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.22.03, be deemed for all purposes to evidence ownership of the number of shares of Buyer Common Stock and cash Parent ADSs into which the shares of Players Company Common Stock (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 Buyer Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Parent Common Stock 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 2.1(f2.04(f), until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Parent Common Stock to which such holder is entitled pursuant to Section 2.1(f2.04(f) 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 Buyer 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 occurring after surrender, payable with respect to such whole shares of Buyer Parent Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.22.04, be deemed for all purposes to evidence ownership of the number of shares of Buyer Parent Common Stock and cash into which the shares of Players Company Common Stock (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 Buyer Common Stock Parent ADSs (or underlying Parent Ordinary Shares) with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Common Stock Parent 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 2.1(f)2.05, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable laws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Common Stock Parent ADSs issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Common Stock Parent ADS to which such holder is entitled pursuant to Section 2.1(f) 2.05 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 Buyer Common StockParent ADSs, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Buyer Common StockParent ADSs. After Af- ter the Effective Time, each outstanding Certificate which theretofore therefore represented shares of Players Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.22.03, be deemed for all purposes to evidence ownership of the number of shares of Buyer Common Stock and cash Parent ADSs into which the shares of Players Company Common Stock (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 Buyer Hain 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 Buyer Hain Common Stock 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 2.1(f3.2(f), until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Hain Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Hain Common Stock to which such holder is entitled pursuant to Section 2.1(f3.2(f) 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 Buyer Hain 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 occurring after surrender, payable with respect to such whole shares of Buyer Hain Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Common Stock Company Shares shall, until surrendered for exchange in accordance with this Section 2.23.2, be deemed for all purposes to evidence ownership of the number of shares of Buyer Hain Common Stock and cash into which the shares of Players Common Stock Company Shares (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 Buyer Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Parent Common Stock the holder thereof is entitled to receive upon surrender thereof, and no cash payment in lieu of any fractional shares shall shad be paid to any such holder pursuant to Section 2.1(f2.04(f), until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Parent Common Stock to which such holder is entitled pursuant to Section 2.1(f2.04(f) 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 Buyer 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 occurring after surrender, payable with respect to such whole shares of Buyer Parent Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.22.04, be deemed for all purposes to evidence ownership of the number of shares of Buyer Parent Common Stock and cash into which the shares of Players Company Common Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted.

Distributions with Respect to Unsurrendered Certificates. From and after the Effective Time and until surrendered in accordance with the provisions of this Article II, each Certificate (other than Certificates for Shares to be cancelled pursuant to Section 2.7(b) and other than Certificates representing Dissenting Shares) shall represent for all purposes solely the right to receive in accordance with the terms hereof, the applicable consideration set forth in Section 2.7. No dividends or other distributions declared or made after the Effective Time with respect to Buyer shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate representing Shares with respect to the shares of Buyer Parent Common Stock the that such holder thereof is would be entitled to receive upon surrender thereof, of such Certificate and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.1(f), 2.12 until the such holder of such Certificate shall surrender such CertificateCertificate in accordance with Section 2.9. Subject to the effect of escheat, tax or other applicable lawsLegal Requirements, following surrender of any such Certificate, there shall be paid to the such holder of Certificates representing whole shares of Buyer Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a in lieu of fractional share shares of Buyer Parent Common Stock to which such holder is entitled pursuant to Section 2.1(f) 2.12 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 Buyer Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions, distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Buyer Parent Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Common Stock shall, until surrendered for exchange in accordance with this Section 2.2, be deemed for all purposes to evidence ownership of the number of shares of Buyer Common Stock and cash into which the shares of Players Common Stock (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 Buyer Common Stock Gaiam Class A with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Common Stock 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 2.1(f)Gaiam Class A, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Common Stock Gaiam Class A issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.1(f) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Buyer Common StockGaiam Class A, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Buyer Common Stock. Gaiam Class A. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Real Goods Common Stock Shares shall, until surrendered for exchange in accordance with this Section 2.21.3, be deemed for all purposes to evidence ownership of the number of shares of Buyer Common Stock and cash right to receive the Merger Consideration into which the shares of Players Real Goods Common Stock Shares (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 Buyer Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Parent Common Stock the holder thereof of such Certificate 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 2.1(f3.01(f), until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Parent Common Stock to which such holder is entitled pursuant to Section 2.1(f3.01(f) 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 Buyer 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 occurring after surrender, payable with respect to such whole shares of Buyer Parent Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.23.01, be deemed for all purposes to evidence ownership of the number of shares of Buyer Parent Common Stock and cash into which the shares of Players Company Common Stock (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 Buyer Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Buyer Parent Common Stock 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 2.1(f2.04(f), until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawsLaws, following surrender of any such Certificate, there shall be paid to the holder of Certificates the certificates representing whole shares of Buyer Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Buyer Parent Common Stock to which such holder is entitled pursuant to Section 2.1(f2.04(f) 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 Buyer 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 occurring after surrender, payable with respect to such whole shares of Buyer Parent Common Stock. After the Effective Time, each outstanding Certificate which theretofore represented shares of Players Company Common Stock shall, until surrendered for exchange in accordance with this Section 2.22.04, be deemed for all purposes to evidence ownership of the number of shares of Buyer Parent Common Stock and cash into which the shares of Players Company Common Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted.