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 shall be distributed currently by Parent to the Holders on a pro rata basis. The Holders shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holders given to the Escrow Agent at least three business days prior to the date on which the Escrow agent is requested therein to take any action, deliver to the Holders a proxy or other instrument in the form supplied to it by the Holders for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Holders to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.

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 shall be distributed currently by Parent the Escrow Agent to the Holders on a pro rata basis. The Holders Indemnification Representative shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holders Indemnification Representative given to the Escrow Agent at least three business days prior to the date on which the Escrow agent Agent is requested therein to take any action, deliver to the Holders Indemnification Representative a proxy or other instrument in the form supplied to it by the Holders Indemnification Representative for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Holders Indemnification Representative to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares remain in the Escrow Agent's ’s possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.

Dividends, Voting and Rights of Ownership. Any Except for tax-free dividends paid in stock declared with respect to the Escrow Shares pursuant to Section 305(a) of the Code ("Additional Escrow Shares"), any cash dividends, ----------------------------------------- dividends payable in property securities or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall will be distributed currently promptly by Parent Universal to the Holders on a pro rata basisStockholders proportionate to their respective interests as set forth in Exhibit A hereto. The Holders shall have the right to direct Neither the Escrow Agent in writing as nor its nominee shall be under any duty to take any action to preserve, protect, exercise or enforce any rights or remedies under or with respect to the Escrow Property (including without limitation the exercise of any voting or consent rights, conversion or exchange rights, defense of title, preservation of rights pertaining to against prior matters or otherwise). Notwithstanding the Escrow Sharesforegoing, and if the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights is so requested in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the a written request of the Holders given to Representative received by the Escrow Agent at least three business days Business Days prior to the date on which the Escrow agent Agent is requested therein to take any actionsuch action (or such later date as may be acceptable to the Escrow Agent), the Escrow Agent shall execute or cause its nominee to execute, and deliver to the Holders Representative a proxy or other instrument in the form supplied to it by the Holders Representative for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Holders Stockholder's Representative to exercise such voting or consent authority in respect of the Escrow Shares. The Shares (provided that the Escrow Agent shall not be responsible for forwarding obliged to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Escrow Agent to any partyliabilities or obligations in its individual capacity). Subject to compliance with applicable law, notifying the Escrow Agent shall not be under any party duty or responsibility to forward to any Interested Party, or to notify any Interested Party with respect to, or taking to take any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any an issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While Each Stockholder will have the Escrow Shares remain in the Escrow Agent's possession pursuant right to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership vote his share of the Escrow Shares that deposited in the Escrow Account for the account of such Stockholder so long as such Escrow Shares are not inconsistent with the terms held in escrow, and conditions hereof.Universal will take all

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 shall be distributed currently by Parent to the Holders on a pro rata basis. The Holders shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holders given to the Escrow Agent at least three business days prior to the date on which the Escrow agent Agent is requested therein to take any action, deliver to the Holders a proxy or other instrument in the form supplied to it by the Holders for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Holders to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.

Dividends, Voting and Rights of Ownership. Any If such deposit of the Escrow Funds is made in Parent Common Stock, any cash dividends, ----------------------------------------- dividends payable in property or other distributions of any kind (except for Additional SharesEscrow Funds) made in respect of the Escrow Shares Funds shall be distributed currently by Parent to the Holders on a pro rata basis. The Holders shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to any shares of Parent Common Stock representing the Escrow SharesFunds. Such direction shall be received by the Escrow Agent at least three (3) Business Days prior to the date on which the Escrow Agent is directed therein to take such action, and the Escrow Agent shall comply with or cause its nominee to execute any such written voting instructions. In the absence of such instructions, the Escrow Agent shall not vote any of shares held in the Escrow SharesFunds. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow SharesFunds, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holders Indemnification Representative given to the Escrow Agent at least three (3) business days prior to the date on which the Escrow agent Agent is requested therein to take any action, deliver to the Holders a proxy or other instrument in the form supplied to it by the Holders for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares Funds held by it hereunder, to authorize therein the Holders to exercise such voting or consent authority in respect of the Escrow SharesFunds. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Escrow SharesFunds, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares Funds remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares Funds that are not inconsistent with the terms and conditions hereof.

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 and any interest and other income earned as specified in Section 10 below shall be distributed currently promptly after receipt by Parent the Escrow Agent to the Holders on a pro rata basisHolder. The Holders Holder shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holders Holder given to the Escrow Agent at least three business days prior to the date on which the Escrow agent Agent is requested therein to take any action, deliver to the Holders Holder a proxy or other instrument in the form supplied to it by the Holders Holder for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Holders Holder to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares remain in the Escrow Agent's ’s possession pursuant to this Escrow Agreement, the Holders Holder shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.