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

Dividends, Voting and Rights of Ownership. 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 or dividends payable in securities or other distributions of any kind made in respect of the Escrow Securities. Each Holder will have voting rights with respect to the Escrow Securities deposited in the Escrow Fund with respect to such Holder so long as such Escrow Securities are held in escrow, and Mpath will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Securities remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Agreement, the Holders will retain and will be able to exercise all other incidents of ownership of said Escrow Securities which are not inconsistent with the terms and conditions of this Agreement and the Merger Agreement.

Dividends, Voting and Rights of Ownership. 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 1986Any cash dividends, as amended (the "Code") ("Additional Escrow Securities"), there will be distributed promptly to the Holders any cash dividends or dividends payable in securities property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow SecuritiesShares will be held 138 by the Escrow Agent pursuant to this agreement. Each The Holder will have voting rights with respect the right to vote the Escrow Securities deposited Shares held in escrow for the Escrow Fund with respect to such account of Holder so long as such Escrow Securities Shares are held in escrow, and Mpath will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Securities Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Escrow Agreement, the Holders Holder will retain and will be able to exercise all other incidents of ownership of said the Escrow Securities which Shares that are not inconsistent with the terms and conditions of this Agreement 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 Merger "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. 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 1986Any cash dividends, as amended (the "Code") ("Additional Escrow Securities"), there will be distributed promptly to the Holders any cash dividends or dividends payable in securities property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow SecuritiesShares shall be held by the Escrow Agent pursuant to this Agreement. Each Holder will shall have voting rights with respect the right to vote the Escrow Securities deposited Shares held in escrow for the Escrow Fund with respect to account of such Holder so long as such Escrow Securities Shares are held in escrow, and Mpath will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Securities Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Escrow Agreement, the Holders will shall retain and will shall be able to exercise all other incidents of ownership of said the Escrow Securities which Shares that are not inconsistent with the terms and conditions hereof. 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 Indemnification Representative may instruct the Escrow Agent to sell the Escrow Shares for cash provided that any and all proceeds (the "PROCEEDS") from such sale shall become part of the Escrow Fund and shall be disbursed in accordance with this Agreement Agreement. The Escrow Agent shall hold such Proceeds in the Escrow Fund and the Merger Agreementshall invest such Proceeds as hereinafter provided.

Dividends, Voting and Rights of Ownership. 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 1986Any cash dividends, as amended (the "Code") ("Additional Escrow Securities"), there will be distributed promptly to the Holders any cash dividends or dividends payable in securities property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Securities. Each Holder will have voting rights with respect to Shares shall be held by the Escrow Securities deposited in Agent pursuant to this Agreement. The Holder shall have the right to vote the Escrow Fund with respect to such Shares held in escrow for the account of Holder so long as such Escrow Securities Shares are held in escrow, and Mpath will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Securities Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Escrow Agreement, the Holders will Holder shall retain and will shall be able to exercise all other incidents of ownership of said the Escrow Securities which Shares that are not inconsistent with the terms and conditions hereof. 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 shall become part of the Escrow Fund and shall be disbursed in accordance with this Agreement Agreement. The Escrow Agent shall hold such Proceeds in the Escrow Fund and the Merger Agreementshall invest such Proceeds as hereinafter provided.

Dividends, Voting and Rights of Ownership. Except for tax-free ----------------------------------------- dividends paid in stock declared with respect to the Escrow Securities Shares pursuant to Section 305(a) of the Internal Revenue Code of 1986, any shares of Purchaser stock issued as amended (a result of, or issued upon the "Code") ("Additional Escrow Securities")conversion or exercise of any security issued as a result of, there will be distributed promptly to the Holders any cash dividends stock dividend, reclassification, stock split, subdivision or dividends payable in securities combination of shares, recapitalization, merger or other distributions of any kind made in respect of the Escrow Securities. Each Holder will have voting rights events occurring with respect to the Escrow Securities Shares while they are held in escrow under this Agreement ( "ADDITIONAL ESCROW SHARES") will be held in escrow in the same manner and in the same proportions as the Escrow Shares, and will be considered to be Escrow Shares. Company will have the right to vote the Escrow Shares deposited in the Escrow Fund with respect to such Holder Account for the account of Company so long as such Escrow Securities Shares are held in escrow, and Mpath Purchaser will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Securities Shares are registered in the name of Company and remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Agreement, the Holders Company will retain and will be able to exercise all other incidents of ownership of said Escrow Securities which Shares that are not inconsistent with the terms and conditions of this Agreement and the Merger Agreementhereof.