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 Consideration 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 Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e) until the holder of such certificate shall surrender such certificate in accordance with Section 3.1. Subject to applicable law, at the time of such surrender of any such certificate (or, in the case of clause (ii) below, at the appropriate payment date), there shall be paid to the holder of the certificates representing Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e), without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration Shares to which such holder is entitled pursuant hereto, and (ii) to the extent not paid under clause (i), 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 the payment date subsequent to surrender payable with respect to such Consideration Shares.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Consideration Shares shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which immediately prior Certificate with respect to the Effective Time represented outstanding Company Shares shares of Parent Common Stock that were exchanged for Consideration Shares 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 2.3(e) 2.7 until the such holder of such certificate shall surrender such certificate Certificate in accordance with Section 3.12.4. Subject to the effect of applicable lawLaws, at the time of such following surrender of any such certificate (or, in the case of clause (ii) below, at the appropriate payment date)Certificate, there shall be paid to the such holder of the certificates representing Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e)shares of Parent Common Stock issuable in exchange therefor, without interest, (ia) 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 Effective Time theretofore paid with respect to the Consideration Shares to which such holder is entitled pursuant heretowhole shares of Parent Common Stock, and (iib) to the extent not paid under clause (i), on 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 the payment date subsequent to surrender payable with respect to such Consideration Shares.,

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Consideration Exchangeable Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate formerly outstanding MG Shares or any Options which immediately prior to the Effective Time represented outstanding Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e) 2.1, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.3, unless and until the holder of certificate representing such certificate shares or the agreement creating such Options, as the case may be, shall surrender such certificate be surrendered in accordance with Section 3.1. Subject to applicable lawlaw and to Section 3.5, at the time of such surrender of any such certificate or Option Agreement (or, in the case of clause (iic) below, at the appropriate payment date), there shall be paid to the holder of the certificates representing Company Exchangeable Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e)resulting from exchange, in all cases without interest, (ia) the amount of any cash payable in lieu of a fractional Exchangeable Share to which such holder is entitled pursuant to Section 3.3, (b) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration Shares to which such holder is entitled pursuant heretoExchangeable Shares, and (iic) to the extent not paid under clause (i), 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 the a payment date subsequent to surrender payable with respect to such Consideration Exchangeable Shares.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions paid, declared or made after the Effective Time with respect to Consideration Exchangeable Shares or Parent Shares, in each case with a record date after the Effective Time Time, shall be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Company Common Shares that were exchanged for Consideration Exchangeable Shares or Parent Shares pursuant to Section 2.3(e) 2.2 unless and until the holder of such certificate shall surrender such certificate in accordance comply with Section 3.1the provisions of Sections 4.1 or 4.2. Subject to applicable law, at the time such holder shall have complied with the provisions of such surrender of any such certificate Section 4.1 or 4.2 (or, in the case of clause (ii) below, at the appropriate payment date), there shall be paid to the holder of the certificates formerly representing Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e)Common Shares, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration Exchangeable Shares or Parent Shares, respectively, to which such holder is entitled pursuant hereto, and (ii) to the extent not paid under clause (i), on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender the date of compliance by such holder with the provisions of Section 4.1 or 4.2 and the a payment date subsequent to surrender the date of such compliance and payable with respect to such Consideration Exchangeable Shares or Parent Shares, respectively.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Consideration Exchangeable Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate formerly outstanding ITI Common Shares which immediately prior to the Effective Time represented outstanding Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e) 2.1, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 4.3, unless and until the holder of certificate representing such certificate shares shall surrender such certificate be surrendered in accordance with Section 3.14.1. Subject to applicable lawlaw and to Section 4.5, at the time of such surrender of any such certificate (or, in the case of clause (iic) below, at the appropriate payment date), there shall be paid to the holder of the certificates representing Company Exchangeable Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e)resulting from exchange, in all cases without interest, (ia) the amount of any cash payable in lieu of a fractional Exchangeable Share to which such holder is entitled pursuant to Section 4.3, (b) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration Shares to which such holder is entitled pursuant heretoExchangeable Shares, and (iic) to the extent not paid under clause (i), 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 the a payment date subsequent to surrender payable with respect to such Consideration Exchangeable Shares.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Consideration 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 Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e2.3(c) until the holder of such certificate shall surrender such certificate in accordance with Section 3.14.1. Subject to applicable law, at the time of such surrender of any such certificate (or, in the case of clause (ii) below, at the appropriate payment date), there shall be paid to the holder of the certificates representing Company Shares that were exchanged for Consideration Shares pursuant to Section 2.3(e2.3(c), without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration Shares to which such holder is entitled pursuant hereto, and (ii) to the extent not paid under clause (i), 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 the payment date subsequent to surrender payable with respect to such Consideration Shares.

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time with respect to Consideration Exchangeable Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which that, immediately prior to the Effective Time Time, represented outstanding Company Telepanel Common Shares that were exchanged for Consideration Shares and no cash payment in lieu of any fractional share shall be paid to any such holder pursuant to Section 2.3(e) 4.3, unless and until the holder of such certificate shall surrender such certificate be surrendered in accordance with Section 3.14.1. Subject to applicable law, law at the time of such surrender of any such certificate (or, in the case of clause (iiiii) below, at the appropriate payment date), there shall be paid to the registered holder of a certificate representing whole Exchangeable Shares (i) the certificates representing Company Shares that were exchanged for Consideration Shares amount of any cash payable in lieu of a fractional Exchangeable Share to which such holder is entitled pursuant to Section 2.3(e), without interest4.3, (iii) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration such whole Exchangeable Shares to which such holder is entitled pursuant hereto, and (iiiii) to the extent not paid under clause (i), 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 the a payment date subsequent to surrender payable with respect to such Consideration whole Exchangeable Shares.