Common use of Dividends, Voting and Rights of Ownership Clause in Contracts

Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares will be held 138 by the Escrow Agent pursuant to this agreement. The Holder will have the right to vote the Escrow Shares held in escrow for the account of Holder so long as such Escrow Shares are held in escrow. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holder will retain and will be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Escrow Agreement. Without limiting the foregoing, following the expiration of the lock-up period required under the "pooling of interests" accounting rules (the "Lock-Up Date"), the Holder may instruct the Escrow Agent to sell the Escrow Shares for cash provided that any and all proceeds (the "Proceeds") from such sale will become part of the Escrow Fund and will be disbursed in accordance with this Escrow Agreement. The Escrow Agent will hold such Proceeds in the Escrow Fund and will invest such Proceeds as hereinafter provided.

Dividends, Voting and Rights of Ownership. Any Except for tax-free ----------------------------------------- dividends paid in stock declared with respect to the Escrow Securities pursuant to Section 305(a) of the Internal Revenue Code of 1986, as amended (the "Code") ("Additional Escrow Securities"), there will be distributed promptly to the Holders any cash dividends, dividends or dividends payable in property securities or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares will be held 138 by the Escrow Agent pursuant to this agreementSecurities. The Each Holder will have the right voting rights with respect to vote the Escrow Shares held Securities deposited in escrow for the account of Escrow Fund with respect to such Holder so long as such Escrow Shares Securities are held in escrow, and Mpath will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares Securities remain in the Escrow Agent's possession pursuant to this Escrow Agreement and the Merger Agreement, the Holder Holders will retain and will be able to exercise all other incidents of ownership of the said Escrow Shares that Securities which are not inconsistent with the terms and conditions of this Escrow Agreement and the Merger Agreement. Without limiting the foregoing, following the expiration of the lock-up period required under the "pooling of interests" accounting rules (the "Lock-Up Date"), the Holder may instruct the Escrow Agent to sell the Escrow Shares for cash provided that any and all proceeds (the "Proceeds") from such sale will become part of the Escrow Fund and will be disbursed in accordance with this Escrow Agreement. The Escrow Agent will hold such Proceeds in the Escrow Fund and will invest such Proceeds as hereinafter provided.

Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares will shall be held 138 by the Escrow Agent pursuant to this agreementAgreement. The Each Holder will shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holder will Holders shall retain and will shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Escrow Agreementhereof. Without limiting the foregoing, following the expiration of the lock-up period required under the "pooling of interests" accounting rules (the "Lock-Up Date"), the Holder Indemnification Representative may instruct the Escrow Agent to sell the Escrow Shares for cash provided that any and all proceeds (the "ProceedsPROCEEDS") from such sale will shall become part of the Escrow Fund and will shall be disbursed in accordance with this Escrow Agreement. The Escrow Agent will shall hold such Proceeds in the Escrow Fund and will shall invest such Proceeds as hereinafter provided.

Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares will shall be held 138 by the Escrow Agent pursuant to this agreementAgreement. The Holder will shall have the right to vote the Escrow Shares held in escrow for the account of Holder so long as such Escrow Shares are held in escrow. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holder will shall retain and will shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Escrow Agreementhereof. Without limiting the foregoing, following the expiration of the lock-up period required under the "pooling of interests" accounting rules (the "Lock-Up Date"), the Holder may instruct the Escrow Agent to sell the Escrow Shares for cash provided that any and all proceeds (the "ProceedsPROCEEDS") from such sale will shall become part of the Escrow Fund and will shall be disbursed in accordance with this Escrow Agreement. The Escrow Agent will shall hold such Proceeds in the Escrow Fund and will shall invest such Proceeds as hereinafter provided.