Common use of Merger Consideration Received in Connection with Exchange Clause in Contracts

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Common Stock have been converted pursuant to Section 2.01 and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Common Stock which is not registered in the transfer records of Pine, a certificate representing the proper number of shares of Cedar Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Common Stock (or, if such Pine Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such Certificate the Ironman Certificates for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Common Stock held in book-entry formIronman Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in each the case of Ironman Certificates together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Ironman Common Stock have been converted pursuant to Section 2.01 1.5(a) (which may be in book-entry or uncertificated form), and (ii) in respect of any cash in lieu of fractional shares dividend or other distributions which the holder has the right to receive pursuant to Section 2.02(f2.2(c), such dividend or distributions. In the event of a transfer of ownership of Ironman Common Stock which is not registered in the transfer records of Ironman, the proper number of Sun Ordinary Shares pursuant to Section 1.5(a) which the holder has the right to receive pursuant thereto and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Common Stock which is not registered in the transfer records of Pine, a certificate representing the proper number of shares of Cedar Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(c) may be issued to a transferee if the Ironman Certificate representing such Pine Ironman Common Stock (or, if such Pine Common Stock is held in book-entry formcase of Ironman Book Entry Shares, proper evidence of such transfer) ), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.2(b), each share of Pine Ironman Common Stock, and Stock (including any Ironman Certificate with respect thereto, ) shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders holder of shares such share of Pine Ironman Common Stock were was entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f1.5(a) and in respect of any dividends or other distributions pursuant to Section 2.02(d)2.2(c). No interest shall be paid or shall accrue on the any cash payable upon surrender of any Ironman Certificate (or shares in respect of Pine Common Stock held in book-entry form)Ironman Book Entry Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter a letter of Transmittal, duly, completely transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such shares Certificate shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such number of shares of Pine Rubicon Project Common Stock have been converted (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.01 3.1(a)(i), (ii) any dividends or other distributions payable pursuant to Section 3.2(d) and (iiiii) any cash in lieu of fractional shares of Rubicon Project Common Stock payable pursuant to Section 3.1(c), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. No holder of record of a book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Telaria Common Stock shall be required to deliver a Certificate or letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent, and in lieu thereof, each Book-Entry Share shall automatically upon the Effective Time be entitled to receive (x) the number of shares of Rubicon Project Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.02(f3.1(a)(i), (y) and in respect of any dividends or other distributions which the holder has the right to receive payable pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Common Stock which is not registered in the transfer records of Pine, a certificate representing the proper number of shares of Cedar Common Stock pursuant to Section 2.01 3.2(d) and (z) any cash in lieu of fractional shares which the holder has the right to receive of Rubicon Project Common Stock payable pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Common Stock (or, if such Pine Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid3.1(c). Until surrendered surrendered, in the case of a Certificate, or paid for, in the case of a Book-Entry Share, in each case, as contemplated by this Section 2.02(c3.2(c), each share of Pine Common Stock, and any Certificate with respect thereto, or Book-Entry Share shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Common Stock were entitled to receive in respect of such shares pursuant to as contemplated by this Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f3.2(c) and in respect of any dividends or other distributions payable pursuant to Section 2.02(d3.2(d)). The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) and make such payments and deliveries with respect to Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or shall accrue accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or any cash payable upon surrender of any Certificate (or shares of Pine Common Stock held in book-entry form)hereunder.

Merger Consideration Received in Connection with Exchange. Upon Upon: (i) in the case of shares of Pine T-3 Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine T-3 Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine T-3 Common Stock have been converted pursuant to Section 2.01 2.01, and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.03(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(d). In the event of a transfer of ownership of Pine T-3 Common Stock which is not registered in the transfer records of PineT-3, book entry shares (or a certificate certificate, if requested) representing the proper number of shares of Cedar R&M Common Stock Shares pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.03(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(d) may be issued to a transferee if the Certificate representing such Pine T-3 Common Stock (or, if such Pine T-3 Common Stock is held in book-entry form, proper 4 evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.03(c), each share of Pine T-3 Common Stock, and any Certificate with respect thereto, thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine T-3 Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f2.03(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.03(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine T-3 Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Black & Xxxxxx Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Black & Xxxxxx Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Black & Xxxxxx Common Stock have been converted pursuant to Section 2.01 and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Black & Xxxxxx Common Stock which is not registered in the transfer records of PineBlack & Xxxxxx, a certificate representing the proper number of shares of Cedar Xxxxxxx Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Black & Xxxxxx Common Stock (or, if such Pine Black & Xxxxxx Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine Black & Xxxxxx Common Stock, and any Certificate with respect thereto, thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Black & Xxxxxx Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine Black & Xxxxxx Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange AgentPaying Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Pine Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Paying Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or by the Exchange Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Company Common Stock have been converted pursuant to Section 2.01 and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d3.01(c). In the event of a transfer of ownership of Pine Company Common Stock which that is not registered in the transfer records of Pinethe Company, a certificate representing the proper number of shares of Cedar Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) Merger Consideration may be issued paid to a transferee if the Certificate representing such Pine Company Common Stock (or, if such Pine Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid, in each case, to the satisfaction of the Paying Agent. Until Each share of Company Common Stock and, until surrendered as contemplated by this Section 2.02(c3.02(c), each share of Pine Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender (together with the transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or by the Paying Agent) the Merger Consideration which Consideration, without any interest thereon and net of any withholding, that the holders of shares of Pine Company Common Stock were are entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)3.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of shares of Pine Common Stock represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation to the Exchange AgentParent, or (ii) in the case of shares of Pine Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely properly and entirely completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Exchange AgentParent, including a properly competed and executed IRS Form W-9 and stock power executed in blank (the “Required Deliveries”), the holder of such shares Certificate shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such the shares of Pine Company Common Stock previously represented by such Certificate have been converted pursuant to Section 2.01 2.03(b) and (iiB) any cash in lieu of fractional shares which the such holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(b). In the event of a transfer of ownership of Pine Company Common Stock which that is not registered in the transfer records of PineCompany, a certificate representing the proper number of shares of Cedar Parent Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(b) may be issued to a transferee if the Certificate representing such Pine Common Stock (or, if such Pine Common Stock is held in bookfor Book-entry formEntry Shares, proper evidence of such transfer) representing such Company Common Stock is presented to the Exchange AgentParent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.05(b), each share of Pine Common Stock, and any Certificate with respect thereto, Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders holder of shares of Pine Common Stock such Certificates were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.03(b)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (under this Section 2.05(b) or shares of Pine Common Stock held in book-entry formunder Section 2.03(b).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Trulia Common Stock or Zillow Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Trulia Common Stock or Zillow Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such shares of Pine Trulia Common Stock or Zillow Common Stock have been converted pursuant to Section 2.01 and (iiB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Trulia Common Stock or Zillow Common Stock which is not registered in the transfer records of PineTrulia or Zillow, as applicable, a certificate representing the proper number of shares of Cedar HoldCo Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Trulia Common Stock or Zillow Common Stock (or, if such Pine Trulia Common Stock or Zillow Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine Trulia Common Stock and Zillow Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Trulia Common Stock or Zillow Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine Common Stock held in book-entry form).to

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange AgentAgent (or an affidavit of loss in lieu thereof), or (ii) in the case of shares of Pine Company Common Stock held in book-entry formrepresented by a Certificate, or (ii) the receipt of an “agent’s message” by the Exchange Agent, in the case of Book-Entry Shares and, in each case case, together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such shares of Pine Company Common Stock have been converted pursuant to Section 2.01 2.1(b) and (iiB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(d). In the event of a transfer of ownership of Pine Company Common Stock which is not registered in the transfer records of Pinethe Company, a certificate representing the proper number of shares of Cedar Parent Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.1(b) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(d) may be issued to a transferee if the Certificate representing such Pine Company Common Stock (or, if such Pine the relevant share of Company Common Stock is held in booka Book-entry formEntry Share, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent and Parent that any applicable stock transfer or similar Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.02(c2.2(c), each share of Pine Company Common StockStock (other than Excluded Shares), and any Certificate or Book-Entry Share with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Company Common Stock were entitled to receive in respect of such shares pursuant to this Section 2.01 2.2(c) (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.2(d)). No interest shall be paid or shall accrue on the any cash payable payable, if applicable, upon surrender of any Certificate (or shares of Pine Common Stock held in bookBook-entry form)Entry Share.

Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of shares of Pine Common Stock represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation cancelation to the Exchange Agent, or (ii) in the case of shares of Pine Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares Certificate shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such the shares of Pine Plum Creek Common Stock previously represented by such Certificate have been converted pursuant to Section 2.01 2.01(b) and (iiB) any cash in lieu of fractional shares which the such holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the such holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Plum Creek Common Stock which that is not registered in the transfer records of PinePlum Creek, a certificate representing the proper number of shares of Cedar Weyerhaeuser Common Stock Shares pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Common Stock (or, if such Pine Common Stock is held in bookfor Book-entry formEntry Shares, proper evidence of such transfer) representing such Plum Creek Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine Common Stock, and any Certificate with respect thereto, or Book-Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders holder of shares of Pine Common Stock such Certificates or Book-Entry Shares were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (under this Section 2.02(c) or shares of Pine Common Stock held in book-entry formunder Section 2.02(d), 2.02(e) or 2.02(f).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Trulia Common Stock or Zillow Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Trulia Common Stock or Zillow Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such shares of Pine Trulia Common Stock or Zillow Common Stock have been converted pursuant to Section 2.01 and (iiB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Trulia Common Stock or Zillow Common Stock which is not registered in the transfer records of PineTrulia or Zillow, as applicable, a certificate representing the proper number of shares of Cedar HoldCo Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Trulia Common Stock or Zillow Common Stock (or, if such Pine Trulia Common Stock or Zillow Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine Trulia Common Stock and Zillow Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Trulia Common Stock or Zillow Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine Trulia Common Stock or Zillow Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon With respect to each share of Company Common Stock that has been converted into the right to receive the Merger Consideration, upon (i) in the case of shares of Pine Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation (or an Affidavit of Loss in lieu of a Certificate and compliance with Section 3.02(h), as applicable) to the Exchange AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Pine Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Company Common Stock have been converted pursuant to Section 2.01 and (ii) any 3.01(c)(i), including cash in lieu of fractional shares of Parent Common Stock, if any, into which the holder has such shares of Company Common Stock have been converted into the right to receive pursuant to Section 2.02(f) 3.01(c), and in respect of any dividends or other distributions which the holder has the right to receive amounts, if any, payable pursuant to Section 2.02(d3.02(i). In the event of a transfer of ownership of Pine Company Common Stock which that is not registered in the transfer records of Pinethe Company, a certificate representing the proper number of shares of Cedar Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) Merger Consideration may be issued paid to a transferee if the Certificate (or an Affidavit of Loss in lieu of a Certificate and compliance with Section 3.02(h), as applicable) representing such Pine Company Common Stock (or, if such Pine Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or other similar Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c3.02(c), each such share of Pine Company Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which Consideration, without any interest thereon and net of any withholding of Taxes as provided in Section 3.02(g), that the holders of such shares of Pine Company Common Stock were are entitled to receive in respect of such shares pursuant to Section 2.01 (and 3.01(c)(i), including cash in lieu of fractional shares of Parent Common Stock, if any, into which such shares of Company Common Stock have been converted into the right to receive pursuant Section 3.01(c), and any amounts, if any, payable pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)3.02(i). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or an Affidavit of Loss in lieu of a Certificate and compliance with Section 3.02(h), as applicable), or shares of Pine Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Parent Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Parent Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent or (iii) in the case of shares of Company Common Stock represented by a Certificate, if applicable, the surrender of such Certificate for cancellation to the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto or, in the case of uncertificated shares of Company Common Stock, the Letter of Transmittal only, duly completed and validly executed in accordance with the instructions thereto, in each case, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) the East Per Share Merger Consideration into which such shares of Pine Parent Common Stock have been converted pursuant to Section 2.01 and 2.03(a), (iiB) the Toucan Per Share Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.03(b), plus any cash in lieu of fractional shares which the holder of Company Common Stock has the right to receive pursuant to Section 2.04(f) and (C) in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(f) 2.04(d). In the event of a transfer of ownership of Parent Common Stock or Company Common Stock which is not registered in the transfer records of Parent or the Company, as applicable, a certificate representing the proper number of shares of Holdco Common Stock pursuant to Section 2.03 and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Common Stock which is not registered in the transfer records of Pine, a certificate representing the proper number of shares of Cedar Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.04(d) may be issued to a transferee transferee, subject to the restrictions in the Holdco Charter, if the Certificate representing such Pine Parent Common Stock or Company Common Stock (or, if such Pine Parent Common Stock is held in book-entry formform or if such Company Common Stock is uncertificated, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.04(c), each share of Pine Parent Common Stock or Company Common Stock, as applicable, and any Certificate with respect thereto, shall be deemed deemed, with respect to each share of Parent Common Stock, at any time from and after the East Effective Time and, with respect to each share of Company Common Stock, at any time from and after the East/Toucan Effective Time, to represent only the right to receive upon such surrender the East Per Share Merger Consideration or Toucan Per Share Merger Consideration, as applicable, which the holders of shares of Pine Parent Common Stock or Company Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 2.03 (and and, if applicable, cash in lieu of fractional shares pursuant to Section 2.02(f2.04(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.04(d)). No interest shall will be paid or shall will accrue on the cash payable upon surrender of any Certificate (or shares of Pine Parent Common Stock held in book-entry form)) or delivery of any Letter of Transmittal.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Black & Xxxxxx Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Black & Xxxxxx Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Black & Xxxxxx Common Stock have been converted pursuant to Section 2.01 and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine Black & Xxxxxx Common Stock which is not registered in the transfer records of PineBlack & Xxxxxx, a certificate representing the proper number of shares of Cedar Xxxxxxx Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine Black & Xxxxxx Common Stock (or, if such Pine Black & Xxxxxx Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine Black & Xxxxxx Common Stock, and any Certificate with respect thereto, thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Black & Xxxxxx Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Pine Black & Xxxxxx Common Stock held in book-entry form).. Table of Contents

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such a Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Ticketmaster Common Stock held in book-entry form, the receipt of an “"agent’s 's message” " by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such shares of Pine Ticketmaster Common Stock have been converted pursuant to Section 2.01 2.1 and (iiB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.2(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(d). In the event of a transfer of ownership of Pine Ticketmaster Common Stock which is not registered in the transfer records of PineTicketmaster, a certificate representing the proper number of shares of Cedar Live Nation Common Stock pursuant to Section 2.01 2.1 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.2(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(d) may be issued to a transferee if the Certificate representing such Pine Ticketmaster Common Stock (or, if such Pine Ticketmaster Common Stock is held in book-entry form, proper evidence of such transfer) ), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.2(c), each share of Pine Ticketmaster Common Stock, Stock and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Ticketmaster Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 2.1 (and cash in lieu of fractional shares pursuant to Section 2.02(f2.2(f)) and in respect of any dividends or other distributions pursuant to Section 2.02(d)2.2(d). No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate (or shares of Pine Ticketmaster Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such a Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Ticketmaster Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) the Merger Consideration into which such shares of Pine Ticketmaster Common Stock have been converted pursuant to Section 2.01 2.1 and (iiB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.2(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(d). In the event of a transfer of ownership of Pine Ticketmaster Common Stock which is not registered in the transfer records of PineTicketmaster, a certificate representing the proper number of shares of Cedar Live Nation Common Stock pursuant to Section 2.01 2.1 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.2(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.2(d) may be issued to a transferee if the Certificate representing such Pine Ticketmaster Common Stock (or, if such Pine Ticketmaster Common Stock is held in book-entry form, proper evidence of such transfer) ), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.2(c), each share of Pine Ticketmaster Common Stock, Stock and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Ticketmaster Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 2.1 (and cash in lieu of fractional shares pursuant to Section 2.02(f2.2(f)) and in respect of any dividends or other distributions pursuant to Section 2.02(d)2.2(d). No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate (or shares of Pine Ticketmaster Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such Certificate for cancellation Certificates to the Exchange Agent, or (ii) in the case of shares of Pine Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which issuable in respect of such shares of Pine BMHC Common Stock have been converted represented by such Certificates pursuant to Section 2.01 and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Pine BMHC Common Stock which is not registered in the transfer records of PineBMHC, a certificate representing the proper number of shares of Cedar SBS Common Stock issuable pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Pine BMHC Common Stock (or, if such Pine Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Pine BMHC Common Stock, Stock represented by a Certificate (other than Canceled Shares and any Certificate with respect thereto, Dissenting Shares) shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine BMHC Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash Merger Consideration payable pursuant to this ARTICLE II upon surrender of any Certificate (or shares of Pine Common Stock held in book-entry form)Certificate.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Pine Common Stock represented by a Certificate, the surrender of such Certificate the Stratasys Certificates for cancellation to the Exchange Agent, or (ii) in the case of shares of Pine Common Stock held in book-entry formStratasys Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of Pine Stratasys Common Stock have been converted pursuant to Section 2.01 and ‎2.1 (ii) any cash which may be in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) uncertificated form), and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d)‎2.2.4, such distributions. In the event of a transfer of ownership of Pine Stratasys Common Stock which is not registered in the transfer records of PineStratasys, a certificate representing the proper number of shares of Cedar Common Stock Objet Shares pursuant to Section 2.01 and cash in lieu of fractional shares ‎2.1 which the holder has the right to receive pursuant to Section 2.02(f) thereto and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) ‎2.2.4 may be issued to a transferee if the Stratasys Certificate representing such Pine Stratasys Common Stock (or, if such Pine Common Stock is held in book-entry formcase of Stratasys Book Entry Shares, proper evidence of such transfer) ), as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer and other applicable Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c)‎2.2.3, each share of Pine Stratasys Common Stock, Stock (and any Stratasys Certificate with respect thereto, ) shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Pine Stratasys Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (‎2.1 and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d))‎2.2.4. No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate (or shares of Pine Stratasys Common Stock held in book-entry form).